IF THE REGISTERED OWNER OF THIS CAPITAL NOTE IS THE DEPOSITORY TRUST COMPANY OR
A NOMINEE THEROF, THIS NOTE IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS ARE
APPLICABLE. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
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 BANK OF AMERICA
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED
NUMBER FXR _________ $_________________
BANK OF AMERICA CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES __ CUSIP ___________
(Fixed Rate)
ORIGINAL ISSUE DATE:
INTEREST RATE:
STATED MATURITY DATE:
FINAL MATURITY DATE:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
ADDITIONAL TERMS:
[ ] This Note is a Renewable Note.
See Attached Rider.
[ ] This Note is an Extendible Note.
See Attached Rider.
BANK OF AMERICA CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Corporation," which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _______________
__________________________________________________________________________, or
registered assigns, the principal sum of __________________________ DOLLARS on
the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest on said principal
sum, semi-annually in arrears on _____________ and ____________ of each year
(each an "Interest Payment Date"), at the Interest Rate per annum specified
above, until payment of such principal sum has been made or duly provided for,
commencing on the first Interest Payment Date succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a Regular Record
Date, as defined below, and the next Interest Payment Date, in which case
commencing on the Interest Payment Date following the next Regular Record Date,
and on the Stated Maturity Date or Final Maturity Date shown above (or any
Redemption Date as defined on the reverse hereof or any Optional Repayment Date
as specified above with respect to which any such option has been exercised,
each
------------------------------
(1) Applies only if this Note is a Global Note.
such Stated Maturity Date, Final Maturity Date, Redemption Date and Optional
Repayment Date being herein referred to as a "Maturity Date" with respect to the
principal payable on such date). Interest on this Note will accrue from the
Original Issue Date specified above until the principal amount is paid and will
be computed on the basis of a 360-day year of twelve 30-day months. Interest
payments will be in the amount of interest accrued from, and including, the
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from, and including, the Original Issue Date specified
above, if no interest has been paid or duly provided for) to, but excluding, the
Interest Payment Date or the Maturity Date, as the case may be. If the Maturity
Date or an Interest Payment Date falls on a day which is not a Business Day as
defined below, principal or interest payable with respect to such Maturity Date
or Interest Payment Date will be paid on the succeeding Business Day with the
same force and effect as if made on such Maturity Date or Interest Payment Date,
as the case may be, and no additional interest shall accrue for the period from
and after such Maturity Date or Interest Payment Date. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will be
paid to the person in whose name this Note (or one or more predecessor Notes
evidencing all or a portion of the same debt as this Note) is registered at the
close of business on the Regular Record Date, which shall be the __________ or
the __________, whether or not a Business Day, as the case may be, immediately
preceding such Interest Payment Date; provided, however, that the first payment
of interest on any Note with an Original Issue Date, as specified above, between
a Regular Record Date and an Interest Payment Date or on an Interest Payment
Date will be made on the Interest Payment Date following the next Regular Record
Date to the person in whose name this Note is registered at the close of
business on such next Regular Record Date; and provided, further, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof shall be payable. Any interest not punctually paid or duly provided for
shall be payable as provided in the Indenture. As used herein, "Business Day"
means any day, other than a Saturday or Sunday or a legal holiday in New York,
New York or Charlotte, North Carolina that is not a day on which banks in New
York, New York, Charlotte, North Carolina or_______________________ are
authorized or required by law or regulation to be closed.
The principal of and interest on this Note are payable in immediately
available funds in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts at
the office or agency of the Corporation designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable on the
Maturity Date will be made by wire transfer of immediately available funds to a
designated account maintained in the United States upon (i) receipt of written
notice by the Issuing and Paying Agent (as described on the reverse hereof) from
the registered holder hereof not less than one Business Day prior to the due
date of such principal and (ii) presentation of this Note to the Issuing and
Paying Agent, at [The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
10286] (the "Corporate Trust Office").
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.
2
Unless the certificate of authentication hereon has been executed by the
Trustee or an Authenticating Agent on behalf of the Trustee by manual signature,
this Note shall not be entitled to any benefit under such Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be duly
executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
BANK OF AMERICA CORPORATION
By: ___________________________
[SEAL] Title:_________________________
ATTEST:
By:________________________
________________________ Secretary
3
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated:_____________
The Bank of New York, as Trustee
[By:____________________________,
as Authenticating Agent]
By: __________________________________
Authorized Signatory
4
[Reverse of Note]
BANK OF AMERICA CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___
(Fixed Rate)
This Medium-Term note is one of a duly authorized series of Securities of
the Corporation unlimited in aggregate principal amount (herein called the
"Notes") issued and to be issued under an Indenture dated as of January 1, 1995
(herein called the "Indenture"), between the Corporation and The Bank of New
York, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), as supplemented by a First Supplemental Indenture
dated as of August 28, 1998, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is also one of the Notes designated as the Corporation's Subordinated
Medium-Term Notes, Series__ (herein called the "Notes"), initially in the
principal amount of [$______________]. The Notes may bear different dates,
mature at different times, bear interest at different rates and vary in such
other ways as are provided in the Indenture. The principal amount of Notes of
this series may be increased at any time.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES, INCLUDING THE
PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE EXTENT AND IN THE MANNER SET
FORTH IN THE INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS
OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND
EACH HOLDER OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND
BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the registered
holder on the Optional Repayment Date(s), if any, indicated on the face hereof.
IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH ON THE FACE HEREOF, THIS NOTE MAY
NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY
DATE. On any Optional Repayment Date this Note shall be repayable in whole or in
part in increments of $1,000 at the option of the holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the Issuing
and Paying Agent at the Corporate Trust Office, or such other address of which
the Corporation shall from time to time notify the holders of the Notes, not
more than 60 nor less than 30 days prior to an Optional Repayment Date. Exercise
of such repayment option by the holder hereof shall be irrevocable.
5
This Note may be redeemed at the option of the Corporation on any date on
and after the Initial Redemption Date, if any, specified on the face hereof (the
"Redemption Date"). IF NO INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE
HEREOF, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO
THE STATED MATURITY DATE. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 at the option of the Corporation at the applicable
Redemption Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the registered holder hereof upon the surrender hereof.
If this Note is redeemable at the option of the Corporation, the
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof of
the principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
[The provisions of Article Fourteen of the Indenture do not apply to
Securities of this Series.]
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy of the Corporation) shall occur with respect to the
Notes, the principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. THERE IS NO RIGHT OF
ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF
INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE CORPORATION.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and affected by such
amendment and modification. The Indenture also contains provisions permitting
the holders of a majority in aggregate principal amount of the Notes then
outstanding and all other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such Securities, to waive
compliance by the Corporation with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Note shall be conclusive and binding
upon such holder and upon all future holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
6
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Corporation or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the registry books of
the Corporation relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the Corporation designated
by it pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Trustee
or the Security Registrar duly executed by, the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee, the Issuing and Paying Agent and any agent of the
Corporation, the Trustee or the Issuing and Paying Agent may treat the entity in
whose name this Note is registered as the absolute owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Corporation, the Trustee, the Issuing
and Paying Agent nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
If the Notes are to be issued and outstanding pursuant to a book-entry
system, the following paragraph is applicable: The Notes are being issued by
means of a book-entry system with no physical distribution of certificates to be
made except as provided in the Indenture. The
7
book-entry system maintained by The Depository Trust Company ("DTC") will
evidence ownership of the Notes, with transfers of ownership effected on the
records of DTC and its participants pursuant to rules and procedures established
by DTC and its participants. The Corporation will recognize Cede & Co., as
nominee of DTC, while the registered owner of the Notes, as the owner of the
Notes for all purposes, including payment of principal and interest, notices and
voting. Transfer of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to beneficial
owners of the Notes by participants of DTC will be the responsibility of such
participants and other nominees of such beneficial owners. [So long as the
book-entry system is in effect, the selection of any Notes to be redeemed will
be determined by DTC pursuant to rules and procedures established by DTC and its
participants.] The Corporation will not be responsible or liable for such
transfers or payments or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such participants.
If the Noates may be settled through depositories located in Europe, the
following paragraph is applicable: Transfers of Notes in Europe may be effected
through the facilities of Cedelbank, societe anonyme, and Xxxxxx Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear system, in
accordance with the rules and procedures established by such depositories.
8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the within Note shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT--..........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE, OF ASSIGNEE]
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
Please Insert Social Security or Other
Identifying Number of Assignee: ________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________ Attorney to transfer said Note
on the books of the Corporation, with full power of substitution in the
premises.
Dated: ________________________ _________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed.
9
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at _________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly appointed paying
agent) must receive at __________________, or at such other place or places of
which the Corporation shall from time to time notify the registered holder of
this Note, not more than 60 nor less than 30 days prior to an Optional Repayment
Date, if any, shown on the face hereof, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
registered holder elects to have repaid and specify the denomination or
denominations (which shall be $__________ or an integral multiple of $l,000 in
excess of $__________) of the Notes to be issued to the registered holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
$_______________________ _________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written
Date:________________ upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]
10
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed that this Note
is a Renewable Note which initially matures on the Stated Maturity Date shown on
the face hereof. At each Renewal Date, as specified below, the maturity of this
Note will be automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects to terminate
the automatic extension of the maturity of this Note or any portion hereof and
delivers a completed Extension Termination Notice to the Trustee (or any duly
appointed paying agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may specify all or a
portion of the outstanding principal amount of the Note so long as the principal
amount of the Note remaining outstanding after repayment is an integral multiple
of $1,000. Upon timely delivery of such Extension Termination Notice, the term
of the principal amount of this Note subject to such notice will be deemed
automatically to mature on the Stated Maturity Date or the then applicable New
Maturity Date, as the case may be. The remaining principal balance of such Note,
if any, will be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be extended beyond the
Final Maturity Date set forth below. An election to terminate the automatic
extension of the maturity hereof shall be irrevocable and binding on each holder
hereof. Notwithstanding any such extension, the interest rate applicable to this
Note will continue to be calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
--------------- -------------------
11
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed that this Note
is an Extendible Note, whereby the Corporation has the option to extend the
maturity of this Note for one or more whole year periods, as set forth below
(each, an "Extension Period"), up to but not beyond the Final Maturity Date set
forth below, under the terms of this Note as supplemented by this Extendible
Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
Due Date Maturity Date
----------------- ---------------
The Corporation may exercise its option with respect hereto by delivery to
the Trustee (or any duly appointed paying agent) of notice of such exercise at
least 45 but not more than 60 days prior to the Stated Maturity Date originally
in effect with respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an "Extended Maturity
Date"). After such receipt and not later than 40 days prior to the Stated
Maturity Date or an Extended Maturity Date, as the case may be (each, a
"Maturity Date"), the Trustee (or any duly appointed Paying Agent) will mail
first class mail, postage prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the "Extension Period")
setting forth (i) the election of the Corporation to extend the maturity hereof,
(ii) the new Extended Maturity Date, (iii) the interest rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Trustee (or any duly appointed
Paying Agent) of an Extension Notice to the registered holder hereof, the
maturity hereof shall be extended automatically as set forth in such Extension
Notice, and, except as modified by the Extension Notice and as described in the
next paragraph, this Note will have the same terms as prior to the mailing of
such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Maturity Date hereof (or, if such date is not a Business Day, on the immediately
succeeding Business Day), the Corporation may, at its option, revoke the
interest rate provided for in the Extension Notice and establish a higher
interest rate for the Extension Period by mailing or causing the Trustee (or any
duly appointed paying agent) to mail notice of such higher interest rate, first
class mail, postage
12
prepaid, to the registered holder hereof. Such notice shall be irrevocable.
Thereafter, this Note will bear such higher interest rate for the Extension
Period.
If the Corporation elects to extend the maturity hereof, the registered
holder hereof will have the option to elect repayment hereof by the Corporation
on the Maturity Date then in effect at a price equal to the principal amount
hereof plus any accrued and unpaid interest to such date. In order for this Note
to be so repaid on the Maturity Date, the Corporation must receive, at least 15
days but not more than 30 days prior to the Maturity Date then in effect with
respect hereto, (i) this Note with the form "Option to Elect Repayment" on the
reverse hereof duly completed or (ii) a telegram, telex, facsimile transmission
or a letter from a member of a national securities exchange, or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the registered holder hereof, the
principal amount hereof to be repaid, the certificate number or a description of
the tenor and terms hereof, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, together with the duly
completed form entitled "Option to Elect Repayment" attached hereto, will be
received by the Trustee (or any duly appointed paying agent) not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and duly completed
form are received by the Trustee (or any duly appointed paying agent) by such
fifth Business Day. Such option may be exercised by the registered holder hereof
for less than the aggregate principal amount hereof then outstanding, provided
that the principal amount hereof remaining outstanding after repayment is an
integral multiple of $1,000.
13
