PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled Remaining principal amount of this Global Note following such purchase and cancellation7 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D to Global Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable in accordance with the provisions hereof, and to pay interest (if any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreement.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 * See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 *See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED 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 OTHERWISE TRANSFERRED UNDER THE LAWS SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS REGULATION S UNDER THE UNITED STATES INCOME TAX LAWSSECURITIES ACT. ISIN: [ ] Certif. No.: [ ] [Common Code : [ ]] Serial Number: [ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jUnited States) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS DEFINITIVE REGISTERED NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Motor Credit Corporation (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 16 September 2011 (the “Programme 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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon as Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and a note agency agreement dated 16 September 2011 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), between the Issuer, The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and paying agent). This Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and construed the Registrar will maintain at its office in accordance withLuxembourg, a register (herein, the laws “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the State Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of New Yorkthe transferee, United States in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of Americatransfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, without regard but the Issuer may require payment of a sum sufficient to principles cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of conflicts the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of lawsthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day (whether or not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not become be valid unless authenticated by The Bank of New York Mellon (Luxembourg) S.A., as Registrar or obligatory for The Bank of New York Mellon acting through its London branch, as Transfer Agent]1. No rights are conferred on any purpose until the certificate of authentication hereon shall have been duly signed person by or on behalf virtue of the European Registrar acting in accordance with the Agency AgreementContracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 * See most recent entry in Part II, II or III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED OR DELIVERED WITHIN OTHERWISE TRANSFERRED UNDER THE UNITED STATES SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. [THIS OBLIGATION HAS BEEN SOLD (OR RESOLD IN CONNECTION WITH ITS POSSESSIONS ORIGINAL ISSUANCE) ONLY TO NON-US PERSONS (OR TO ANY CITIZEN, NATIONAL OR RESIDENT FOREIGN BRANCHES OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED US FINANCIAL INSTITUTIONS DESCRIBED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. 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(aSECTION 871(H)(5)(B) OF THE INTERNAL REVENUE CODE. THIS NOTE IS A DEFINITIVE NOTE ) IN ACCORDANCE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED PROCEDURES FOR FOREIGN-TARGETED REGISTERED OBLIGATIONS IN THE GLOBAL AGENCY AGREEMENT US TREASURY REGULATIONS SECTION 1.871-14(E) (AS DEFINED HEREIN)AUTHORISED BY US INTERNAL REVENUE SERVICE NOTICE 2012-20).]1 ISIN: [ ] Common Code : [ ]] Series Number: [ ] Certif. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS No.: [ ] Serial Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, United States) DEFINITIVE REGISTERED NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Motor Credit Corporation (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 14 September 2012 (the “Programme 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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon as Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 14 September 2012 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), between the Issuer, The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and paying agent). This Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and construed the Registrar will maintain at its office in accordance withLuxembourg, a register (herein, the laws “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the State Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of New Yorkthe transferee, United States in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of Americatransfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, without regard but the Issuer may require payment of a sum sufficient to principles cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of conflicts the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of lawsthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day (whether or not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not become be valid unless authenticated by The Bank of New York Mellon (Luxembourg) S.A., as Registrar or obligatory for The Bank of New York Mellon acting through its London branch, as Transfer Agent]2. No rights are conferred on any purpose until the certificate of authentication hereon shall have been duly signed person by or on behalf virtue of the European Registrar acting in accordance with the Agency AgreementContracts (Rights of Third Parties) Axx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
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PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled Remaining principal amount of this Global Note following such purchase and cancellation7 cancellation8 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D Schedule 2 to the Bearer Permanent Global Note9 SCHEDULE OF EXCHANGES The following exchanges of a part of this Global Note for Bearer Definitive Notes have been made: Date of exchange Increase in principal amount of this Global Note due to exchanges of a Bearer Temporary Global Note for this Global Note10 Decrease in principal amount of this Global Note due to exchanges of this Global Note for Bearer Definitive Notes Notation made by or on behalf of the Issuer 9 Schedule 2 should only be completed where the applicable Final Terms indicate that this Global Note is intended to be a Classic Global Note. 10 If this Global Note has a maturity of less than one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in any other currency or currencies). Schedule 3 to Agency Agreement [FORM OF BEARER DEFINITIVE NOTE, COUPON, RECEIPT AND TALON PART I FORM OF BEARER NOTE] BANK OF AMERICA, N.A. BANK DEFINITIVE 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 SOLD, PLEDGED 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 SUBMISSION 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. 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. THIS NOTE IS A BEARER DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS BEARER DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL 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 NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS NOTE OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1] 1 [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] EURO MEDIUM-TERM NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESyear of Maturity Date/Redemption Month] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes Euro Medium-Term Notes (the “Notes”) of Bank of America , N.A. Corporation (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. Reference is made References herein to the further Terms and Conditions shall be to the Terms and Conditions of the Notes as set out in Schedules 6-1 and 6-2 to the Agency Agreement, including any applicable Product Annex, as endorsed herein 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 this Note the Terms and Conditions (including any applicable Product Annex) and the information set forth on out in the reverse hereofFinal Terms, which shall have the same effect as though fully set forth at this placeFinal Terms will prevail. This Note is issued subject to, and with the benefit of, the Global Terms and Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or amended, restated and/or supplemented from time to time) dated as of July 2522, 2007 2010, and made among IssuerBank of America Corporation, Deutsche Bank Trust Company Americasof America, as U.S. Registrar N.A., London Branch (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Principal Agent”), and Deutsche Xxxxxxx Xxxxx International Bank Luxembourg S.A., as European Registrar Limited (the “European Registrar,Transfer Agent” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”in respect of Registered Notes), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above payable on such Installment Date (if this Note is an Installment Note) and on the Stated Maturity Date, on the Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as this Note may become due and repayable payable in accordance with the provisions hereofTerms and Conditions, the amount payable or deliverable, as the case may be, on redemption of this Note becoming so due and payable, and to pay interest (if any) on or to deliver any Entitlement (if any) in respect of this Definitive Note calculated and payable as provided herein in the Terms and Conditions together with any other sums payable as under the Terms and Conditions provided hereinthat all payments will be made outside the United States and its possessions. This 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 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 European Registrar Principal Agent acting in accordance with the Agency Agreement.
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PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part Number of principal amount of Certificates represented by this Global Note Certificate purchased and cancelled Remaining principal amount number of Certificates represented by this Global Note Certificate following such purchase and cancellation7 cancellation1 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Certificate SCHEDULE OF EXCHANGES The following exchanges of the Temporary relating to this Global Note(s) for Notes represented by this Permanent Global Note Certificate have been made: Date of Exchange exchange Increase in principal amount the number of Certificates represented by this Global Note Certificate due to exchanges of a Temporary Global Note Certificate for this Global Note Remaining Principal Amount Certificate1 Decrease in the number of Certificates represented by this Global Certificate due to exchanges of this Global Note following such exchange8 Certificate for Definitive Certificates Notation made by or on behalf of the Issuer 8 See most recent entry 1 If this Global Certificate has a maturity of less than one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in Part II, III any other currency or IV of currencies). Schedule 1 or Schedule 2 in order 6 to determine this amount. Exhibit D to Global Amended and Restated Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK NOTE CERTIFICATE THIS NOTE CERTIFICATE 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 CERTIFICATE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE CERTIFICATE MAY BE OFFERED, SOLD SOLD, PLEDGED 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 REGULATIONS 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 CERTIFICATE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS CERTIFICATE 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 SUBMISSION 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. 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. THIS NOTE CERTIFICATE IS A DEFINITIVE NOTE CERTIFICATE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE CERTIFICATE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). THIS CERTIFICATE 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 NOTE CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS NOTE OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ACTING FOR OR ANY ON BEHALF OF A UNITED STATES PERSON (OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT THAN AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) denominated in the Specified Currency maturing Legend on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the definitive bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable in accordance with the provisions hereof, and to pay interest (if any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreement.Certificates:
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PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part Number of principal amount of Warrants represented by this Global Note Warrant purchased and cancelled Remaining principal amount number of Warrants represented by this Global Note Warrant following such purchase and cancellation7 cancellation1 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 1 See most recent entry in Part II, III I or IV II of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Warrant SCHEDULE OF EXCHANGES The following exchanges of the Temporary a part of this Global Note(s) Warrant for Notes represented by this Permanent Global Note Definitive Warrants have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 exchange Notation made by or on behalf of the Issuer Schedule 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D to Global Amended and Restated Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK NOTE WARRANT THIS NOTE WARRANT 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 WARRANT NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE WARRANT MAY BE OFFERED, SOLD SOLD, PLEDGED 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 REGULATIONS 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 WARRANT MAY NOT BE OFFERED, SOLD, LEGALLY OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO BENEFICIALLY OWNED AT ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, TIME BY ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONSU.S. PERSON. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE WARRANT ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE WARRANT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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. B OF A ISSUANCE B.V. WARRANTS [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESExpiration Date] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE WARRANTS COMMON CODE: ISIN: This Note Warrant is one of a duly authorized issue of [senior][subordinated] bank notes Warrants (the “Warrant”) of Bank B of America A Issuance B.V., N.A. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands (the “Issuer”) denominated ). References herein to the General Instrument Conditions shall be to the Terms and Conditions of the Instruments endorsed herein as modified and supplemented by the information set out in the Specified Currency maturing on Final Terms and which are incorporated herein by reference, but in the Maturity Date. Reference is made to event of any conflict between the further provisions of this Note the General Instrument Conditions and the information set forth on out in the reverse hereofFinal Terms, which shall have the same effect as though fully set forth at this placeFinal Terms will prevail. This Note Warrant is issued subject to, and with the benefit of, the Global General Instrument Conditions and an Amended and Restated Agency Agreement (the “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 July 25, 2007 [•] 2008 and made among B of A Issuance B.V., as Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar of America Corporation (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying AgentGuarantor”), Deutsche The Bank AG, London Branch, as London Paying Agent of New York Mellon (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement The Bank of the respective rightsNew York (Luxembourg) S.A., limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor other agents appointed in such capacities by the Issuernamed therein. For value received, the Issuer Issuer, subject to the exercise of this Definitive Warrant pursuant to an Exercise Notice as set out in Schedule 18 to the Agency Agreement and in accordance with the General Instrument Conditions, promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date Settlement Date, the amount payable or deliverable, as the case may be, on exercise of such earlier date as Warrants then represented by this Note may become due and repayable in accordance with the provisions hereofDefinitive Warrant, and to pay interest such amount or to deliver any Physical Delivery Amount (if any) on the Warrants from time to time represented by this Note Definitive Warrant calculated and payable as provided herein in the General Instrument Conditions together with any other sums payable under the General Instrument Conditions. Payment hereunder is guaranteed by the Guarantor, as provided hereinset forth in the Senior Guarantee Agreement executed by the Guarantor on January 16, 2007. The number of the Warrants represented by this Definitive Warrant shall be the number stated in the applicable Final Terms or, if lower, the number most recently envisaged by or on behalf of the Issuer, in the relevant column in Schedule 1 hereto. On any exercise of any of the Warrants represented by this Definitive Warrant, the Issuer shall procure that details of such exercise shall be entered in the relevant column in Schedule 1 hereto recording any such exercise and shall be signed by or on behalf of the Issuer. Upon any such exercise the number of such Warrants represented by this Definitive Warrant shall be reduced by the number of the Warrants so exercised. This Note Warrant 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 Note Warrant 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 European Registrar Agent acting in accordance with the Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal nominal amount of this Global Note purchased and cancelled Remaining principal nominal amount of this Global Note following such purchase and cancellation7 cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 * See most recent entry in Part II, III or IV of Schedule 1 One or Schedule 2 Two in order to determine this amount. Schedule 2 Two to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: made:- Date of Exchange exchange Increase in principal nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Part of nominal amount of this Global Note exchanged for Definitive Notes Remaining Principal Amount nominal amount of this Global Note following such exchange8 exchange* Notation made by or on behalf in the name of the Issuer 8 * See most recent entry in Part II, III or IV of Schedule 1 One or Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [PART IIIA FORM OF DEFINITIVE BEARER NOTENOTE (other than K-type or CF-type) 00 000000 [ISIN] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 00 000000 [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 CODECODE OF 1986.]1 [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).] 2 [THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACX 0000. THE ISSUER OF THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER [NAME OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECTISSUER], UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE WHICH IS NOT AN OBLIGATION AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS [NOT BEEN GUARANTEED/BEEN GUARANTEED BY BANK OF AMERICA CORPORATION KONINKLIJKE AHOLD N.V., WHICH IS NOT AN AUTHORISED INSTITUTION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICAA EUROPEAN AUTHORISED INSTITUTION]4]5. 1 In the case of Notes issued by AF or Europe this legend can be deleted if the Notes have an initial maturity of 365 days or less. In the case of Notes issued by USA, N.A. 1 To this legend can be included on deleted if the Note if it is a Senior NoteNotes have an initial Maturity of 183 days or less. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) denominated Include only in the Specified Currency maturing on case of Notes issued by USA with an initial maturity of 183 days or less. Notes issued by USA with an initial maturity of 183 days or less must be issued in minimum denominations of US$500,000 (or the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”non-US currency equivalent thereof), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable in accordance with the provisions hereof, and to pay interest (if any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreement.
Appears in 1 contract
Samples: Agency Agreement (Royal Ahold)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase and Date of Global Note purchased and cancelled Remaining principal amount of this Global Note following such purchase and cancellation7 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 7 10 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of the Temporary a part of this Global Note(s) Note for Definitive Notes or Notes represented by this a Permanent Global Note have been made: Date of Exchange Increase in principal Principal amount of this Global Note due to exchanges of a Temporary Global Note exchanged for this Global Note Definitive Notes or Remaining Principal Notes represented Amount of this Global Note following such exchange8 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 8 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D C to Supplement to Global Agency Agreement [FORM OF DEFINITIVE PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK 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. AVAILABLE.]12 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 SUBMISSION 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 NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE SOLD IN MINIMUM DENOMINATIONS AS SPECIFIED NOTED HEREIN AND IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN)PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. NEITHER THE HOLDER NOR THE EACH OWNER OF A BENEFICIAL OWNER INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT EQUAL TO THE PROVISIONS HEREOFMINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS NOT OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [BENEFICIAL INTEREST IN THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED WILL BE DEEMED TO HAVE REPRESENTED AND UNSUBORDINATED GENERAL OBLIGATION OF WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS ACCOUNT OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF $]_______ BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE PERMANENT GLOBAL BANK NOTE COMMON CODEORIGINAL ISSUE DATE13: ISINSPECIFIED CURRENCY: o o o This Note is one an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a duly authorized issue national banking association organized under the laws of [senior][subordinated] bank notes of Bank of America , N.A. the United States (herein called the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”term includes any successor corporation), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer hereby promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date (or such earlier date as if this Note may become due and repayable is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions hereofset forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (if anyi) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreementprovisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 * See most recent entry in Part II, II or III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED 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 OTHERWISE TRANSFERRED UNDER THE LAWS SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS REGULATION S UNDER THE UNITED STATES INCOME TAX LAWSSECURITIES ACT. ISIN: [ ] Certif. No.: [ ] [Common Code: [ ]] Serial Number: [ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jUnited States) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS DEFINITIVE REGISTERED NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Motor Credit Corporation (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 8 September 2017 (the “Programme Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or amended, supplemented and/or restated from time to time) dated as of July 25, 2007 and made among Issuerbetween, Deutsche inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank Trust Company Americasof New York Mellon, acting through its London branch, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and paying agent). This Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and construed the Registrar will maintain at its office in accordance withLuxembourg, a register (herein, the laws “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the State Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of New Yorkthe transferee, United States in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of Americatransfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, without regard but the Issuer may require payment of a sum sufficient to principles cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of conflicts the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of lawsthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day (whether or not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not become be valid or obligatory for unless authenticated by [The Bank of Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as Registrar] [The Bank of New York Mellon, acting through its London branch, as Transfer Agent]4. No rights are conferred on any purpose until the certificate of authentication hereon shall have been duly signed person by or on behalf virtue of the European Registrar acting in accordance with the Agency AgreementContracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
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PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled canceled Remaining principal amount of this Global Note following such purchase and cancellation7 cancellation5 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 5 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Note6 SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by a part of this Permanent Global Note for Definitive Notes have been made: Date of Exchange exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Note7 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or 6 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global note is intended to be a Classic Global Note. 7 If this Global Note has a maturity of one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in order any other currency or currencies). Schedule 3 to determine this amount. Exhibit D to Global Amended and Restated Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL 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 NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS NOTE OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ACTING FOR OR ANY ON BEHALF OF A UNITED STATES PERSON (OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT THAN AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable in accordance with the provisions hereof, and to pay interest (if any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreement.INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note [Note][Certificate] purchased and cancelled canceled Remaining principal amount of this Global Note [Note][Certificate] following such purchase and cancellation7 cancellation11 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 11 See most recent entry in Part II, III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global [Note][Certificate]12 SCHEDULE OF EXCHANGES FOR DEFINITIVE [NOTE][CERTIFICATE]S OR PERMANENT GLOBAL [NOTE][CERTIFICATE] The following exchanges of a part of this Global [Note][Certificate] for Definitive [Note][Certificate]s or [Note][Certificate]s represented by a Permanent Global [Note][Certificate] have been made: Date of exchange Principal amount of this Global [Note][Certificate] exchanged for Definitive [Note][Certificate]s or [Note][Certificate]s represented by a Permanent Global [Note][Certificate] Remaining principal amount of this Global [Note][Certificate] following such exchange13 Notation made by or on behalf of the Issuer 12 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global Note is intended to be a Classic Global Note or where this is a Global Certificate. 13 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Temporary Global [Note] [Certificate] Consolidated Terms and Conditions Schedule 2 4 to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D to Global Agency Agreement [Note] [Certificate] FORM OF DEFINITIVE BEARER NOTECERTIFICATE TO BE PRESENTED BY EUROCLEAR / CLEARSTREAM,LUXEMBOURG B OF A ISSUANCE B.V. (the “Issuer”) [NOTES/CERTIFICATES] BANK DUE [YEAR OF AMERICA, N.A. BANK 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 SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESMATURITY DATE/ SETTLEMENT DATE] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “IssuerSecurities”) denominated This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal or notional amount set forth below (our “Member Organizations”) substantially to the effect set forth in the Specified Currency maturing Temporary Global [Note] [Certificate], as of the date hereof, [EUR][USD] principal or notional amount of the above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations, 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 U.S. persons have the authority to control all of its substantial decisions or any other persons deemed a U.S. person under Section 7701(a)(30) of the Internal Revenue Code (taking into account changes thereto and associated effective dates, elections, and transition rules) (“U.S. persons”), (ii) is owned by U.S. persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the Maturity Date. Reference date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is made owned by United States or foreign financial institutions for purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further provisions effect that United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of this Note resale directly or indirectly to a U.S. person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth on in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(ii). We will retain all certificates received from Member Organizations for the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as period specified in U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable in accordance with the provisions hereof, and to pay interest (if any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled Remaining principal amount of this Global Note following such purchase and cancellation7 cancellation6 Confirmation of purchase and cancellation by or on behalf of the Issuer 6 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note 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: Date of Exchange Principal amount of this Global Note exchanged for Definitive Notes or Notes represented by a Permanent Global Note Remaining Principal Amount of this Global Note following such exchange7 Notation made by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D C to Global Agency Agreement [FORM OF DEFINITIVE PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK 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. AVAILABLE.]1 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 SUBMISSION 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 NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 1 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE SOLD IN MINIMUM DENOMINATIONS AS SPECIFIED NOTED HEREIN AND IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN)PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. NEITHER THE HOLDER NOR THE EACH OWNER OF A BENEFICIAL OWNER INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT EQUAL TO THE PROVISIONS HEREOFMINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS NOT OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [BENEFICIAL INTEREST IN THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED WILL BE DEEMED TO HAVE REPRESENTED AND UNSUBORDINATED GENERAL OBLIGATION OF WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS ACCOUNT OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 ANOTHER ACCREDITED INVESTOR. C-2 Common Code: ISIN No.: Principal Amount: [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF $]____ BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE PERMANENT GLOBAL BANK NOTE COMMON CODEORIGINAL ISSUE DATE2: ISIN: ¨ This Note is one an Extendible Note. [See attached Rider] SPECIFIED CURRENCY: ¨ This Note is an Extension of Maturity Note. [See attached Rider] ¨ U.S. Dollars ¨ This Note is an Amortizing Note. ¨ Other (specify): ¨ FIXED RATE NOTE ¨ FLOATING RATE NOTE ¨ INDEXED NOTE [See attached Rider] ¨ FLOATING RATE/FIXED RATE NOTE ¨ SENIOR NOTE ¨ SUBORDINATED NOTE BANK OF AMERICA, N.A., a duly authorized issue national banking association organized under the laws of [senior][subordinated] bank notes of Bank of America , N.A. the United States (herein called the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is issued subject to, and with the benefit of, the Global Agency Agreement (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”term includes any successor corporation), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer hereby promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date (or such earlier date as if this Note may become due and repayable is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions hereofset forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date3 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (if anyi) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This 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 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 European Registrar acting in accordance with the Agency Agreementprovisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the Section 2(b), if this Note is designated as a “Floating Rate Note” above, (iii) in accordance with 2 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled canceled Remaining principal amount of this Global Note following such purchase and cancellation7 cancellation5 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 5 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Note6 SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by a part of this Permanent Global Note for Definitive Notes have been made: Date of Exchange exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Note7 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or 6 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global note is intended to be a Classic Global Note. 7 If this Global Note has a maturity of one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in order to determine this amountany other currency or currencies). Exhibit D to Global Agency Agreement [Schedule 4 FORMS OF DEFINITIVE NOTE, COUPON, RECEIPT AND TALON PART I FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL 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 NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS NOTE OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 1 [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] EURO MEDIUM-TERM NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESyear of Maturity Date/Redemption Month] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue of [senior][subordinated] bank notes Euro Medium-Term Notes (the “Notes”) of Bank of America , N.A. Corporation (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. Reference is made References herein to the further Terms and Conditions shall be to the Terms and Conditions of the Notes endorsed herein 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 this Note the Terms and Conditions and the information set forth on out in the reverse hereofFinal Terms, which shall have the same effect as though fully set forth at this placeFinal Terms will prevail. This Note is issued subject to, and with the benefit of, the Global 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 2526 2007, 2007 and made among Issuer, Deutsche between Bank Trust Company Americas, as U.S. Registrar of America Corporation and The Bank of New York (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above payable on such Installment Date (if this Note is an Installment Note) and on the Stated Maturity Date or, as the case may be, on the Interest Payment Date, or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofTerms and Conditions, the amount payable on redemption of this Note, and to pay interest (if any) on this Note calculated and payable as provided herein in the Terms and Conditions together with any other sums payable as provided hereinunder the Terms and Conditions. This 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 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 European Registrar Agent acting in accordance with the Amended and Restated Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal amount of this Global Note purchased and cancelled Remaining principal amount of this Global Note following such purchase and cancellation7 cancellation8 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D Schedule 2 to the Bearer Temporary Global Note9 SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR BEARER PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Bearer Definitive Notes or Bearer Notes represented by a Bearer Permanent Global Note have been made: Date of exchange Principal amount of this Global Note exchanged for Bearer Definitive Notes or Notes represented by a Permanent Global Note Remaining principal amount of this Global Note following such exchange10 Notation made by or on behalf of the Issuer 9 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global Note is intended to be a Classic Global Note. 10 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK PERMANENT 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 SOLD, PLEDGED 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 SUBMISSION 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 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 BEARER 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 NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER OBLIGATION, THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1] 1 [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY This language is applicable only to Bearer Permanent Global Notes representing Notes with maturities of 183 days or less from the date of original issue.] BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK EURO MEDIUM-TERM NOTES BEARER PERMANENT GLOBAL NOTE COMMON CODE: ISIN: This Global Note is one a Permanent Global Note in bearer form without interest coupons in respect of a duly authorized issue Series of [senior][subordinated] bank notes Euro Medium-Term Notes (the “Notes”) of Bank of America , N.A. Corporation (the “Issuer”) denominated described, and having the provisions specified, in the Specified Currency maturing on applicable Final Terms (the Maturity Date“Final Terms”), which provisions are incorporated herein. Reference is made References herein to the further Terms and Conditions shall be to the Terms and Conditions of the Notes as set out in Schedules 6-1 and 6-2 to the 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 this Note those Schedules and the information set forth on out in the reverse hereofFinal Terms, which the Final Terms will prevail. Words and expressions defined or set out in the Terms and Conditions and/or the Final Terms shall have bear the same effect as though fully set forth at this placemeaning when used herein. This Global Note is issued subject to, and with the benefit of, the Global Terms and Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or amended, restated and/or supplemented from time to time) dated as of July 2522, 2007 2010, and made among IssuerBank of America Corporation, Deutsche Bank Trust Company Americasof America, as U.S. Registrar N.A., London Branch (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Principal Agent”), and Deutsche Xxxxxxx Xxxxx International Bank Luxembourg S.A., as European Registrar Limited (the “European Registrar,Transfer Agent” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”in respect of Registered Notes), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above 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 Stated Maturity Date, on the Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as any of the Notes represented by this Global Note may become due and repayable payable in accordance with the provisions hereofTerms and Conditions, the amount payable or deliverable, as the case may be, on redemption of such Notes then represented by this Global Note becoming so due and payable, and to pay interest (if any) or to deliver any Entitlement (if any) on the Notes from time to time represented by this Global Note calculated and payable as provided herein in the Terms and Conditions together with any other sums payable under the Terms and Conditions, upon presentation and following the delivery of an Asset Transfer Notice (in the case of Physical Delivery Notes) as provided in the Agency Agreement, and, at maturity, surrender of this Global Note to or to the order of the Principal 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. This If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be governed bythe aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, and construed in accordance withsociété anonyme (“Clearstream, Luxembourg” and, together with Euroclear, the laws “Relevant Clearing Systems”). The records of the State 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 New Yorksuch customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, United States 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 AmericaNotes 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 indicate that this Global Note is intended to be a Classic Global Note, without regard to principles the nominal amount of conflicts of laws. This the Notes represented by this Global Note shall not become valid or obligatory for any purpose until be the certificate of authentication hereon shall have been duly signed amount stated in the applicable Final Terms or, if lower, the nominal amount most recently envisaged by or on behalf of the European Registrar acting Issuer, in accordance with the Agency Agreement.relevant column in Part II, III or IV of Schedule 1 or in Schedule 2. On any redemption, payment of an Installment Amount, delivery or purchase and cancellation of, any of the Notes represented by this Global Note, the Issuer shall procure that:
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part Number of principal amount of Certificates represented by this Global Note Certificate purchased and cancelled Remaining principal amount number of Certificates represented by this Global Note Certificate following such purchase and cancellation7 cancellation1 Confirmation of purchase and cancellation by or on behalf of the Issuer 7 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Temporary Global Note Certificate SCHEDULE OF EXCHANGES FOR DEFINITIVE CERTIFICATES OR PERMANENT GLOBAL CERTIFICATE The following exchanges of the Temporary a part of this Global Note(s) Certificate for Notes Definitive Certificates or Certificates represented by this a Permanent Global Note Certificate have been made: Date of Exchange Increase in principal amount exchange Number of Certificates represented by this Global Note due to exchanges Certificate exchanged for Definitive Certificates or Certificates represented by a Permanent Global Certificate Remaining number of a Temporary Global Note for Certificates represented by this Global Note Remaining Principal Amount of this Global Note Certificate following such exchange8 exchange1 Notation made by or on behalf of the Issuer 8 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Exhibit D Schedule 5 to Global Amended and Restated Agency Agreement [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK NOTE PERMANENT GLOBAL CERTIFICATE THIS NOTE CERTIFICATE 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 CERTIFICATE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE CERTIFICATE MAY BE OFFERED, SOLD SOLD, PLEDGED 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 CERTIFICATE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS CERTIFICATE 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 SUBMISSION 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 CERTIFICATE 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 BEARER CERTIFICATE 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 NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER OBLIGATION, THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT 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 INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ACTING FOR OR ANY ON BEHALF OF A UNITED STATES PERSON (OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT THAN AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTESINTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 1 [This language is applicable only to Permanent Global Certificates representing Certificates with maturities of 183 days or less from the date of original issue.] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE B OF A ISSUANCE B.V. CERTIFICATES PERMANENT GLOBAL CERTIFICATE COMMON CODE: ISIN: This Note Global Certificate is one a Permanent Global Certificate in bearer form without interest coupons in respect of a duly authorized issue Series of [senior][subordinated] bank notes Certificates (the “Certificates”) of Bank B of America A Issuance B.V., N.A. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands (the “Issuer”) denominated described, and having the provisions specified, in the Specified Currency maturing on applicable Final Terms (the Maturity Date“Final Terms”), which provisions are incorporated herein. Reference is made References herein to the further General Instrument Conditions shall be to the Terms and Conditions of the Instruments as set out in Schedule 12-2, including any applicable Product Annex as set out in Schedule 12-3, to the 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 this Note those Schedules and the information set forth on out in the reverse hereofFinal Terms, which the Final Terms will prevail. Words and expressions defined or set out in the General Instrument Conditions and/or the Final Terms shall have bear the same effect as though fully set forth at this placemeaning when used herein. This Note Global Certificate is issued subject to, and with the benefit of, the Global General Instrument Conditions and an Amended and Restated Agency Agreement (the “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 July 25, 2007 [•] and made among B of A Issuance B.V., as Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar of America Corporation (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying AgentGuarantor”), Deutsche The Bank AG, London Branch, as London Paying Agent of New York Mellon (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement The Bank of the respective rightsNew York (Luxembourg) S.A., limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor other agents appointed in such capacities by the Issuernamed therein. For value received, the Issuer Issuer, subject to and in accordance with the General Instrument Conditions, promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Settlement Date, on any Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as any of the Certificates represented by this Note Global Certificate may become due and repayable payable in accordance with the provisions hereofGeneral Instrument Conditions, the amount payable or deliverable, as the case may be, on redemption of such Certificates then represented by this Global Certificate becoming so due and payable, and to pay interest (if any) or to deliver any Physical Delivery Amount (if any) on the Certificates from time to time represented by this Note Global Certificate calculated and payable as provided herein in the General Instrument Conditions together with any other sums payable under the General Instrument Conditions, upon presentation and following the delivery of a certificate settlement notice as provided in the Agency Agreement, and, at final settlement, surrender of this Global Certificate 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 General Instrument Conditions) from time to time appointed by the Issuer in respect of the Certificates, but in each case subject to the requirements as to certification provided herein. Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement executed by the Guarantor on January 16, 2007. The Notional Amount of the Certificates represented by this Global Certificate shall be the amount stated in the applicable Final Terms or, if lower, the Notional Amount most recently envisaged by or on behalf of the Issuer, in the relevant column in Part II or III of Schedule 1 or in Schedule 2. On any settlement or purchase and cancellation of, any of the Certificates represented by this Global Certificate, the Issuer shall procure that details of such settlement, payment, delivery or purchase and cancellation (as the case may be) shall be entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto recording any such settlement, payment, delivery or purchase and cancellation (as the case may be) and shall be signed by or on behalf of the Issuer. Upon any such settlement or purchase and cancellation, the number of such Certificates represented by this Global Certificate shall be reduced by the number of Certificates so redeemed or purchased and cancelled. The Certificates represented by this Global Certificate were represented originally by one or more Temporary Global Certificates (each Tranche of Certificates comprised in the Series of Certificates to which this Global Certificate relates having been represented originally by one Temporary Global Certificate). Unless any such Temporary Global Certificate was exchanged in whole on the issue hereof, an interest in such Temporary Global Certificate may be further exchanged, on the terms and conditions set out therein, for an interest in this Global Certificate. The Issuer shall procure that details of such exchange shall be entered in Schedule 2 hereto to reflect the increase in the aggregate Notional Amount of this Global Certificate due to each such exchange, whereupon the Notional Amount hereof shall be increased for all purposes by the Notional Amount so exchanged and endorsed. In certain circumstances further certificates may be issued which are intended on issue to be consolidated and form a single Series with the Certificates. In such circumstances the Issuer shall procure that details of such further certificates shall be entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto recording such exchange and shall be signed by or on behalf of the Issuer, whereupon the Notional Amount of the Certificates represented by this Global Certificate shall be increased by the Notional Amount of any such Temporary Global Certificate so exchanged. This Note Global Certificate may be exchanged for security-printed Definitive Certificates, under the circumstances and in accordance with the General Instrument Conditions, and (if applicable) Coupons in the form set out in Schedules 6 or 9, respectively, to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Certificates and (if applicable) Coupons and the Final Terms have been incorporated on such Definitive Certificates). Subject as aforesaid and to at least 60 calendar days’ written notice expiring after the Exchange Date (as defined in the Temporary Global Certificate referred to above) being given to the Agent by Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), acting on the instructions of any Holder of an interest in the Global Certificate, this exchange will be made upon presentation of this Global Certificate by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for business in London at the office of the Agent specified above. The aggregate Notional Amount of Definitive Certificates issued upon an exchange of this Global Certificate will be equal to the aggregate Notional Amount of this Global Certificate submitted by the bearer hereof for exchange (to the extent that such amount does not exceed the aggregate Notional Amount of this Global Certificate most recently entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto). On an exchange of the whole of this Global Certificate, this Global Certificate shall be surrendered to the Agent. Until the exchange of the whole of this Global Certificate as aforesaid, the bearer hereof in all respects shall be entitled to the same benefits as if such bearer were the bearer of Definitive Certificates and (if applicable) Coupons in the form set out in Schedules 6 or 9, respectively, to the Agency Agreement (on the basis that all appropriate details have been included on the face of such Definitive Certificates and (if applicable) Coupons and the Final Terms have been incorporated on such Definitive Certificates). Notwithstanding any provision to the contrary contained in this Permanent Global Certificate, the Holder of this Permanent Global Certificate shall be the only person entitled to receive payments in respect to the Certificates represented by this Permanent Global Certificate and the Issuer will be discharged by payment to, or to the order of, the Holder of this Permanent Global Certificate in respect of each amount so paid. Any failure to make the entries referred to in above shall not affect such discharge. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular amount of Certificates represented by this Permanent Global Certificate must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the Holder of this Permanent Global Certificate. No person other than the Holder of this Permanent Global Certificate shall have any claim against the Issuer in respect of any payments or deliveries due on this Permanent Global Certificate. This Permanent Global Certificate 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 Note Permanent Global Certificate 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 European Registrar Agent acting in accordance with the Agency Agreement.
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PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED 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 OTHERWISE TRANSFERRED UNDER THE LAWS SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS REGULATION S UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jSECURITIES ACT. ISIN: [ ] [CUSIP: [ ]] [Common Code : [ ]] Certif. No.: [ ] Series Number: [ ] Serial Number: [ ] TOYOTA CREDIT CANADA INC. (a company incorporated with limited liability under the Canada Business Corporations Act) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS DEFINITIVE REGISTERED NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Credit Canada Inc. (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 17 September 2021 (the “Programme Agency Agreement,”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time) and made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon acting through its London branch as Agent for the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 17 September 2021 (the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended or amended, supplemented and/or restated from time to time) dated as of July 25), 2007 and made among between the Issuer, Deutsche Bank BNY Trust Company Americasof Canada as registrar, paying agent and transfer agent and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch as U.S. Registrar registrar and transfer agent (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”, which term includes any successor as registrar, transfer agent and paying agent as applicable) and European Transfer Agent The Bank of New York Mellon acting through its London branch as transfer agent and paying agent (the “European Transfer Agent,” which term includes any successor as transfer agent and together with the Registrarspaying agent). This Note, the Paying Agents Programme Agency Agreement and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Note Agency Agreement reference together constitute a contract. The registered holder by acceptance of this Note assents to and is hereby made for a statement deemed to have notice of the respective rights, limitations Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that [insert name] is/are the registered holder(s) of rights, duties and immunities thereunder one of the Issuer and the Agents and the holders of the above- mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. [The][Each] Registrar has been appointed registrar for the Notes, and construed the BNY Trust Company of Canada, as agent of TCCI for such purpose, shall at all times keep at its principal offices in accordance withXxxxxxx, Xxxxxxx, Xxxxxx, a central securities register (hereinafter the “Register”) for the registration of, and registration of transfers and exchanges of, Notes. [The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Luxembourg, a branch register (hereinafter the “Branch Register”) for the registration of and registration of transfers and exchanges of Notes.]4 Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, but the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the laws Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the State Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of New Yorkthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, United States the Transfer Agent and any other Paying Agent hereon to the extent of Americathe sum or sums paid. Interest payable, without regard and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to principles the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Toronto, Canada time, on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of conflicts business on a special record date for the payment of lawssuch defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. For the purposes only of the Interest Act (Canada), as amended, whenever a rate of interest is calculated on the basis of a period other than a calendar year, the annual rate of interest to which such rate of interest as determined by such calculation is equivalent is such rate as so calculated multiplied by a fraction, the numerator of which is the actual number of days in the particular calendar year in respect of which the calculation is made, and the denominator of which is the number of days used in the calculation. This Note shall not become be valid or obligatory for unless authenticated by [BNY Trust Company of Canada, as Registrar][ The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar][The Bank of New York Mellon acting through its London branch, as Transfer Agent]* No rights are conferred on any purpose until the certificate of authentication hereon shall have been duly signed person by or on behalf virtue of the European Registrar acting in accordance with the Agency AgreementContracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
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Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED 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 OTHERWISE TRANSFERRED UNDER THE LAWS SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS REGULATION S UNDER THE UNITED STATES INCOME TAX LAWSSECURITIES ACT. ISIN: [ ] Certif. No.: [ ] [Common Code: [ ]] Serial Number: [ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jUnited States) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS DEFINITIVE REGISTERED NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Motor Credit Corporation (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 8 September 2017 (the “Programme Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or amended, supplemented and/or restated from time to time) dated as of July 25, 2007 and made among Issuerbetween, Deutsche inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank Trust Company Americasof New York Mellon, acting through its London branch, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and paying agent). This Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and construed the Registrar will maintain at its office in accordance withLuxembourg, a register (herein, the laws “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the State Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of New Yorkthe transferee, United States in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of Americatransfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, without regard but the Issuer may require payment of a sum sufficient to principles cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of conflicts the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of lawsthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day (whether or not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not become be valid or obligatory for unless authenticated by [The Bank of Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as Registrar] [The Bank of New York Mellon, acting through its London branch, as Transfer Agent]1. No rights are conferred on any purpose until the certificate of authentication hereon shall have been duly signed person by or on behalf virtue of the European Registrar acting in accordance with the Agency AgreementContracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
Appears in 1 contract
Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of aggregate principal amount of this Global Note purchased and cancelled Remaining aggregate principal amount of this Global Note following such purchase and cancellation7 cancellation Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF EXCHANGES [The following exchanges of form will be attached to the Temporary Global Note] Annex B Exchanges Date Principal amount exchanged for Permanent Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in Remaining aggregate principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 exchange Notation made by or on behalf of the Issuer 8 [The following forms of certification (or such other form as shall customarily be used) will be attached to the Temporary Global Note.] EXHIBIT I [insert certificate to be given in relation to exchanges of this Temporary Global Note for the Permanent Global Note—See most recent entry Exhibit I (Anlage I) to German language form of Global Note] EXHIBIT II [insert certificate to be given in Part relation to payments of interest falling due before the Exchange Date—See Exhibit II (Anlage II, ) to German language form of Global Note] EXHIBIT III or IV [insert account holder’s certification referred to in the preceding certificates—See Exhibit III (Anlage III) to German language form of Schedule 1 or Global Note] Schedule 2 in order to determine this amount. Exhibit D to Global Agency Agreement Calculation Agent Appointment Letter [FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount On letterhead of TrancheLinde plc] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESDate] [Name of Calculation Agent] [Address] [insert title of relevant Series of Notes] Series No. [ .: [•] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: / ISIN: This Note is one [•] / Common Code [•] / WKN [•] issued pursuant to the EUR 10,000,000,000 Debt Issuance Programme of a duly authorized issue of [senior][subordinated] bank notes of Bank of America Linde plc dated 4 May 2023 Dear Sir or Madam, N.A. We refer to the Agency Agreement dated 4 May 2023 entered into with respect to the above Debt Issuance Programme (such agreement, as modified or amended from time to time, the “IssuerAgency Agreement”) denominated between Linde plc and Deutsche Bank Aktiengesellschaft, as fiscal agent [and certain other financial institutions named therein], a copy of which has been supplied to you by us. Expressions defined in the Specified Currency maturing on the Maturity Date. Reference is made to the further provisions of this Note set forth on the reverse hereof, which Agency Agreement shall have the same effect meanings when used herein. [If a third party is appointed for one Series of Notes only, insert: We hereby appoint you as though fully set forth Calculation Agent at this place. This Note is issued subject to, and with your Specified Office detailed in the benefit of, the Global Agency Agreement Confirmation as our agent in relation to [specify relevant Series of Notes] (the “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 July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. RegistrarNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and U.S. Paying in the Conditions and all matters incidental thereto.] [If a third party is appointed for more than one Series of Notes, insert: We hereby appoint you as Calculation Agent (at your Specified Office detailed in the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, Confirmation set out below as London Paying Agent (the “London Paying Agent,” and together our agent in relation to each Series of Notes with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), respect to which you are named as Calculation Agent in the relevant Final Terms upon the terms of the Agency Agreement reference is and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby made for a statement agree that, notwithstanding the provisions of the respective rightsAgency Agreement or the Conditions, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer your appointment as Calculation Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above on the Stated Maturity Date or such earlier date as this Note may become due and repayable only be revoked in accordance with the provisions hereofterms and conditions thereof, if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to pay interest (if any) us the Confirmation on the copy of this Note calculated and payable as provided herein together with any other sums payable as provided hereinletter duly signed by an authorised signatory confirming your acceptance of this appointment. This Note shall be letter is governed by, and construed in accordance with, German law and the laws provisions of Clause 21 and 22 of the State of New York, United States of America, without regard Agency Agreement shall apply to principles of conflicts of lawsthis letter as if set out herein in full. This 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 European Registrar acting in accordance with the Agency Agreement.Yours faithfully Linde plc
Appears in 1 contract
Samples: Fiscal Agency Agreement (Linde PLC)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Global Note purchased and cancelled Remaining principal nominal amount of this Global Note following such purchase and cancellation7 cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 SCHEDULE TWO TO THE PERMANENT BEARER GLOBAL NOTE1 SCHEDULE OF EXCHANGES The following exchanges affecting the nominal amount of this Global Note have been made: Date made Nominal amount of Temporary Bearer Global Note exchanged for this Global Note Remaining nominal amount of this Global Note following such exchange* Notation made on behalf of the Issuer * See the most recent entry in Part II, III 2 or IV 3 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Schedule 2 to the Permanent Global Note PART 3 OF SCHEDULE OF EXCHANGES The following exchanges of the Temporary Global Note(s) for Notes represented by this Permanent Global Note have been made: Date of Exchange Increase in principal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Global Note following such exchange8 Notation made by or on behalf of the Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit D to Global Agency Agreement [5 FORM OF DEFINITIVE BEARER NOTENOTE [Face of Note] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. 00 000000 [ISIN] 00 000000 [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. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. .]* [THIS NOTE IS A DIRECTCREDIT SUISSE AG, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 ACTING THROUGH ITS [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. ZURICH HEAD OFFICE] [⚫ BRANCH]] [Specified Currency and Principal Nominal Amount of Tranche] Notes [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESDue [Year of Maturity]] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized authorised issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) Notes denominated in the Specified Currency [and maturing on the Maturity Date] (the Notes) of Credit Suisse AG, acting through its [Zurich head office] [⚫ branch]] (the Issuer). Reference is made References in this Note to the further Conditions shall be to the Terms and Conditions [endorsed on this Note/attached to this Note/set out in Schedule 1 to the Agency Agreement (as defined below) which shall be incorporated by reference in this Note and have effect as if set out in it] as completed by Part A of the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed on this Note set forth on but, in the reverse hereofevent of any conflict between the provisions of the Conditions and the information in the Final Terms, which shall have the same effect as though fully set forth at this placeFinal Terms will prevail. This Note is issued subject to, and with the benefit of, the Global Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” , which expression shall be construed as a reference to that agreement as the same may be amended amended, supplemented, novated or supplemented restated from time to time) dated as of July 25, 2007 13 May 2015 and made between, among Issuerothers, Deutsche Bank Trust Company AmericasCredit Suisse AG, as U.S. Registrar Credit Suisse Group AG, BNP Paribas Securities Services, Luxembourg Branch (the “U.S. Registrar”Agent) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor other agents appointed named in such capacities by the Issuerit. For value received, the Issuer Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof the principal amount specified above of this Note on the Stated Maturity Date or [(if any)] and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the provisions hereofConditions, the amount payable under the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided herein in the Conditions together with any other sums payable as provided herein. This Note shall be governed by, and construed in accordance with, under the laws of the State of New York, United States of America, without regard to principles of conflicts of lawsConditions. This Note shall not become valid or obligatory for any purpose until be validly issued unless authenticated by the certificate of authentication hereon shall have been duly signed by or on behalf of the European Registrar acting in accordance with the Agency AgreementAgent.
Appears in 1 contract
Samples: Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Registered Global Note purchased and cancelled Remaining principal nominal amount of this Registered Global Note following such purchase and cancellation7 cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Permanent Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES The following exchanges transfers affecting the nominal amount of the Temporary Global Note(s) for Notes represented by this Permanent Registered Global Note have been made: Date made Nominal amount of Exchange Increase in principal Notes transferred or exchanged Remaining/increased nominal amount of this Global Note due to exchanges of a Temporary Global Note for this Global Note Remaining Principal Amount of this Registered Global Note following such exchange8 transfer*or exchange Notation made by or on behalf of the Issuer 8 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK REGISTERED NOTE THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 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 OTHER JURISDICTION OF 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, PLEDGED 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 OTHERWISE TRANSFERRED UNDER THE LAWS SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE UNITED STATES OR ANY POLITICAL SUBMISSION 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. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS REGULATION S UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(jSECURITIES ACT. ISIN: [ ] [CUSIP: [ ]] [Common Code : [ ]] Certif. No.: [ ] Series Number: [ ] Serial Number: [ ] TOYOTA CREDIT CANADA INC. (a company incorporated with limited liability under the Canada Business Corporations Act) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS DEFINITIVE REGISTERED NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. 1 To be included on the Note if it is a Senior Note. 2 To be included on the Note if it is a Subordinated Note. BANK OF AMERICA, N.A. representing [Specified Currency and Principal Nominal Amount of TrancheSeries] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESYear of Maturity] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one of a duly authorized issue Series of Notes of [senior][subordinatedSpecified Currency and Denomination] bank notes each (“Notes”) of Bank of America , N.A. Toyota Credit Canada Inc. (the “Issuer”) denominated issued as of the date specified in the Specified Currency Final Terms attached hereto or endorsed hereon and maturing on the Maturity Datedate so specified. Reference is made References herein to the further provisions of this Note set forth on Conditions shall be to the reverse hereof, which shall have Terms and Conditions endorsed hereon as supplemented or modified by the same effect as though fully set forth at this placeFinal Terms. This Note is issued subject to, and with the benefit of, the Global Agency Agreement an amended and restated agency agreement dated 8 September 2017 (the “Programme Agency Agreement,”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time) and made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon acting through its London branch as Agent for the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended or amended, supplemented and/or restated from time to time) dated as of July 25), 2007 and made among between the Issuer, Deutsche Bank BNY Trust Company Americasof Canada as registrar, paying agent and transfer agent and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch as U.S. Registrar registrar and transfer agent (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”, which term includes any successor as registrar, transfer agent and paying agent as applicable) and European Transfer Agent The Bank of New York Mellon acting through its London branch as transfer agent and paying agent (the “European Transfer Agent,” which term includes any successor as transfer agent and together with the Registrarspaying agent). This Note, the Paying Agents Programme Agency Agreement and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Note Agency Agreement reference together constitute a contract. The registered holder by acceptance of this Note assents to and is hereby made for a statement deemed to have notice of the respective rights, limitations Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that [insert name] is/are the registered holder(s) of rights, duties and immunities thereunder one of the Issuer and the Agents and the holders of the above- mentioned Notes and of the terms upon which the Notes are, and is/are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, the Issuer promises to pay to the bearer hereof the principal amount specified above entitled on the Stated Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the provisions hereofConditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to pay receive interest (if any) on the nominal amount of this Note calculated and payable as provided herein in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as provided hereindefined below). This Note The Issuer shall procure that due registration of transfer shall be governed byentered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. [The][Each] Registrar has been appointed registrar for the Notes, and construed the BNY Trust Company of Canada, as agent of TCCI for such purpose, shall at all times keep at its principal offices in accordance withXxxxxxx, Xxxxxxx, Xxxxxx, a central securities register (hereinafter the “Register”) for the registration of and registration of transfers and exchanges of Notes. [The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Luxembourg, a branch register (hereinafter the “Branch Register”) for the registration of and registration of transfers and exchanges of Notes.]4 Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, but the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, the laws Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the State Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of New Yorkthe registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, United States the Transfer Agent and any other Paying Agent hereon to the extent of Americathe sum or sums paid. Interest payable, without regard and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to principles the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Toronto, Canada time, on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) prior to such Interest Payment Date or the Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of conflicts business on a special record date for the payment of lawssuch defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. This Note The Registrar shall not become valid be required to register any transfer or obligatory exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. For the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any purpose until period of less than one year may be calculated by multiplying the certificate Fixed Rate of authentication hereon shall have been duly signed Interest by or a fraction of which: (a) the numerator is the product of (i) the actual number of days in a year commencing on behalf and including the first day of such period and ending on but not including the European Registrar acting corresponding day in accordance with the Agency Agreement.next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having 30 days; and
Appears in 1 contract
Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation made Part of principal nominal amount of this Global Note purchased and cancelled Remaining principal nominal amount of this Global Note following such purchase and cancellation7 cancellation* Confirmation of purchase and cancellation by or on behalf of the Issuer 7 * See the most recent entry in Part II2, III 3 or IV 4 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Schedule 2 to the Permanent Global Note SCHEDULE OF TWO TO THE TEMPORARY GLOBAL NOTE EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT BEARER GLOBAL NOTE The following exchanges of the Temporary a part of this Global Note(s) Note for Definitive Notes represented by this or a Permanent Bearer Global Note have been made: Date of Exchange Increase in principal made Nominal amount of this Global Note due to exchanges of exchanged for Definitive Notes or a Temporary Global Note for this Permanent Bearer Global Note Remaining Principal Amount nominal amount of this Global Note following such exchange8 exchange* Notation made by or on behalf of the Issuer 8 * See the most recent entry in Part II2, III 3 or IV 4 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Exhibit D to Global Agency Agreement [PART 1B OF SCHEDULE 6 FORM OF DEFINITIVE BEARER NOTE] BANK OF AMERICA, N.A. BANK 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 SUBMISSION 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. NGN) [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. CODE.]6 [BY ACCEPTING THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER OBLIGATION, THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE REPRESENTS AND WARRANTS THAT IT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT INSURED BY ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE FEDERAL DEPOSIT INSURANCE CORPORATION INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]7 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE BENEFIT OF ANY OTHER GOVERNMENTAL AGENCYU.S. PERSON UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. [If the Note is a Bank Senior Note: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICAWACHOVIA BANK, N.A. NATIONAL ASSOCIATION (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A.THE BANK, EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIESITS DOMESTIC (U.S.) DEPOSITS, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]1 [LAW. THIS NOTE DOES NOT EVIDENCE A DIRECT, UNCONDITIONAL DEPOSIT AND UNSECURED IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY.] [If the Note is a Corporation Subordinated Note: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF BANK OF AMERICA, N.A., WACHOVIA CORPORATION (THE “CORPORATION”) AND IS SUBORDINATED TO THE CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, THE CORPORATION AND IS NOT ELIGIBLE SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY.] [If the Note is a Bank Subordinated Note: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF WACHOVIA BANK, NATIONAL ASSOCIATION (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 OF AMERICA, N.A.]2 THIS NOTE AND IS NOT AN SECURED. THIS OBLIGATION OF OR GUARANTEED IS NOT A DEPOSIT AND IS NOT INSURED BY BANK OF AMERICA THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER BANKING AGENCY.] 6 This legend can be deleted if the Notes have an initial maturity of 183 days or less. 7 This legend should be inserted if the Notes have an initial maturity of 183 days or less, and should otherwise be deleted. THIS NOTE IS A REGULATION S TEMPORARY BEARER GLOBAL NOTE. INTERESTS IN THIS REGULATION S TEMPORARY BEARER GLOBAL NOTE MAY NOT BE OFFERED OR NONBANKING AFFILIATE SOLD TO A U.S. PERSON PRIOR TO THE EXPIRATION OF BANK OF AMERICATHE RESTRICTED PERIOD (SET FORTH HEREIN) EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES. [WACHOVIA CORPORATION/WACHOVIA BANK, N.A. 1 To be included on the NATIONAL ASSOCIATION]8 TEMPORARY GLOBAL NOTE This Global Note if it is a Senior Note. 2 To be included on the Temporary Global Note if it is a Subordinated Note. BANK OF AMERICA, N.A. [Specified Currency and Principal Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE COMMON CODE: ISIN: This Note is one in respect of a duly authorized authorised issue of [senior][subordinated] bank notes of Bank of America , N.A. Notes (the “Notes) of [WACHOVIA CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION]9 (the Issuer”) denominated described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 2 to the Agency Agreement (as defined below) as modified and supplemented by the information set out in the Specified Currency maturing on Final Terms, but in the Maturity Dateevent of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Reference is made Notwithstanding anything herein or therein to the further provisions contrary, the accuracy of this Note the information set forth on in the reverse hereofFinal Terms, which the Terms and Conditions or the Offering Circular shall not be a term of the Notes and no remedy or recourse will be available against the Issuer under the Notes in the event of any inaccuracy in respect of such information. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same effect as though fully set forth at meaning when used in this placeGlobal Note. This Global Note is issued subject to, and with the benefit of, the Global Conditions and an Agency Agreement (the “Agency Agreement,” , which expression shall be construed as a reference to that agreement as the same may be amended amended, supplemented, novated or supplemented restated from time to time) dated as of 21 July 25, 2007 2006 and made among the Issuer, Deutsche Bank Trust Company AmericasCitibank, as U.S. Registrar N.A. (the “U.S. Registrar”Issuing and Principal Paying Agent) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor other agents appointed named in such capacities by the Issuerit. For value receivedreceived the Issuer, subject to and in accordance with the Issuer Conditions, promises to pay to the bearer hereof of this Global Note on each Instalment Date (if the principal amount specified above Notes are repayable in instalments) and on the Stated Maturity Date or (if any) and/or on such earlier date date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the provisions hereofConditions, the amount payable under the Conditions in respect of the Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided herein in the Conditions together with any other sums payable under the Conditions, upon presentation and, at maturity, surrender of this Global Note to, or to the order of, the Issuing and Principal Paying Agent or any of the other paying agents located outside the United States (except as provided hereinin the 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 below. This If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be governed bythe aggregate amount from time to time entered in the records of both Euroclear Bank S.A/N.V and Clearstream Banking, and construed in accordance withsociété anonyme (together, the laws relevant Clearing Systems). The records of the State relevant Clearing Systems 8 Amend as appropriate. 9 Amend as appropriate. (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 indicate that this Global Note is not intended to be a New YorkGlobal Note, United States the nominal amount of America, without regard to principles of conflicts of laws. This the Notes represented by this Global Note shall not become valid or obligatory for any purpose until be the certificate of authentication hereon shall have been duly signed amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the European Registrar acting Issuer in accordance with the Agency Agreement.relevant column in Part 2, 3 or 4 of Schedule One or in Schedule Two. On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall:
Appears in 1 contract
