Exhibit 4.5
This Note is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary. This Global Security is exchangeable for Notes registered in the
name of a Person other than the Depositary or its nominee only 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 Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in such limited
circumstances.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) 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 the Depository Trust Company and any payment
hereon made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
REGISTERED REGISTERED
No. FXR ___________ CUSIP 51803X 0_________
LASALLE FUNDING LLC
LASALLENOTES(SM)
Unconditionally Guaranteed by
ABN AMRO BANK N.V.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON
THE REVERSE HEREOF:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID:
ISSUE PRICE: (expressed as a percentage of aggregate principal amount):
[ ] Yes [ ] No
INTEREST PAYMENT DATES (check
one if applicable)
[ ] Monthly [ ] Quarterly
[ ] Semi-annual [ ] Annual
REDEMPTION DATE(S) (including REDEMPTION PRICE(S):
any applicable regular or special record
dates):
REPAYMENT DATE(S) (including any REPAYMENT PRICE(S)
applicable regular or
special record dates):
SURVIVOR'S OPTION:
[ ] Yes [ ] No
LASALLE FUNDING LLC, a limited liability company organized and existing
under the laws of Delaware (the "Issuer"), which term includes any successor
Person under the Indenture, for value received, hereby promises to pay to Cede &
Co., as nominee for The Depository Trust Company, or registered assigns, the
Principal Amount stated above on the Maturity Date shown above, and to pay
interest, other than on a zero-coupon Note, on each payment date and at maturity
as follows:
o in the case of a Note that provides for monthly interest payments,
the Interest Payment Dates shall be the fifteenth day of each
calendar month (or, if not a Business Day, the next succeeding
Business Day), commencing the first succeeding calendar month
following the month in which the Note is issued;
o in the case of a Note that provides for quarterly interest payments,
the Interest Payment Dates shall be the fifteenth day of every third
month (or, if not a Business Day, the next succeeding Business Day),
commencing in the third succeeding calendar month following the month
in which the Note is issued;
o in the case of a Note that provides for semi-annual interest
payments, the Interest Payment Dates shall be the fifteenth day of
each sixth month (or, if not a Business Day, the next succeeding
Business Day), commencing in the sixth succeeding calendar month
following the month in which the Note is issued; and
o in the case of a Note that provides for annual interest payments, the
Interest Payment Date shall be the fifteenth day of every twelfth
month (or, if not a Business Day, the next succeeding Business Day),
commencing in the twelfth succeeding calendar month following the
month of the Original Issue Date.
Interest will be payable to the person in whose name a Note is registered at the
close of business on the Record Date next preceding each Interest Payment Date;
provided, however, that interest payable at maturity or upon redemption,
repayment or declaration will be payable to the person to whom principal is
payable. The first payment of interest on any Note originally issued between a
Record Date and an Interest Payment Date will be made on the Interest Payment
Date following the next succeeding Record Date to the registered owner of such
Note on such next succeeding Record Date. If the Interest Payment Date or the
Maturity for any Note falls on a day that is not a Business Day, the payment of
principal and interest may be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from such Interest Payment
Date or Maturity, as the case may be. Unless the applicable pricing supplement
states otherwise, interest on the Notes will be computed on the basis of a
360-day year of twelve 30-day months.
Payments of principal and interest on this Note will be made in United
States dollars. Payment of the principal of and interest on this Note due at
Maturity will be made in immediately available funds, provided that this Note
is presented to the Trustee in time for the Trustee to make such payment in
accordance with its normal procedures.
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REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
Dated: LASALLE FUNDING LLC
By: _______________________________
Name: _______________________________
Title: _______________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY,
As Trustee
By:_________________________________
Authorized Officer
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REVERSE OF NOTE
LASALLE FUNDING LLC
LASALLENOTES(SM)
Unconditionally Guaranteed by
ABN AMRO BANK N.V.
1. General. This Note (herein called the "Notes") is one of a duly
authorized issue of securities of LASALLE FUNDING LLC (herein called the
"Issuer") and unconditionally guaranteed by ABN AMRO BANK N.V. (herein called
the "Guarantor"), issued and to be issued in one or more series under an
Indenture dated as of June 15, 2003 (as supplemented from time to time, the
"Indenture"), between the Issuer, the Guarantor and BNY Midwest Trust Company,
as Trustee (herein called the "Trustee", which term includes any successor
Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The Notes of this series may
bear different dates, mature at different times and bear interest at different
rates. The Notes of this series may be issued from time to time in an aggregate
principal amount of up to $2,500,000,000 (including in such amount the offering
price of any such Notes sold at a discount), which amount may be increased if
duly authorized by the Issuer.
2. Interest Payments. Interest payments on this Note will include interest
accrued from and including the last date in respect of which interest has been
paid or duly provided for (or from and including the Original Issue Date if no
interest has been paid or provided for) to but excluding the Interest Payments
Dates or the Maturity Date, as the case may be.
3. Redemption at the Option of the Issuer. Unless one or more Redemption
Dates is specified on the face hereof, this Note shall not be redeemable at the
option of the Issuer before the Maturity Date specified on the face hereof. If
one or more Redemption Dates is so specified, this Note is subject to
redemption on any such date (or during any range of Redemption Dates) at the
option of the Issuer, upon notice by first-class mail, mailed not less than 30
days nor more than 60 days prior to the date fixed for redemption specified in
such notice, at the applicable Redemption Price specified on the face hereof
(expressed as a percentage of the principal amount of this Note), together in
the case of any such redemption with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is prior to the Redemption Date
will be payable to the Holder of this Note, or one or more predecessor Notes,
of record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture. The Issuer may elect to
redeem less than the entire principal amount hereof, provided that the
principal amount, if any, of this Note that remains outstanding after such
redemption is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess
thereof (an "Authorized Denomination").
4. Repayment at the Option of the Holder. Unless one or more Repayment
Dates is specified on the face hereof, this Note shall not be repayable at the
option of the Holder on any
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date prior to the Maturity Date specified on the face hereof, other than in
connection with any applicable Survivor's Option (defined below). If one or
more Repayment Dates is so specified, this Note is subject to repayment on any
such date at the option of the Holder at the applicable Repayment Price
specified on the face hereof (expressed as a percentage of the principal amount
of this Note), together in the case of any such repayment with accrued interest
to the Repayment Date, but interest installments whose Stated Maturity is prior
to the Repayment Date will be payable to the Holder of this Note, or one or
more predecessor Notes, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In order for a Note to be repaid at the option of the Holder, the Trustee must
receive, at the principal office of its Corporate Trust Department in the City
of Chicago, at least 30 but not more than 45 days prior to the Repayment Date
on which this Note is to be repaid, this Note with the Option to Elect
Repayment notice completed. Once this Note is delivered for repayment, the
Holder may not revoke its exercise of the repayment option. A Holder may
exercise the repayment option for less than the entire principal amount of the
Note provided that the principal amount of the Note remaining outstanding after
repayment is an Authorized Denomination.
5. Repayment Upon Death. If the Survivor's Option is affirmatively
specified on the face hereof, the Holder of the Note shall have the right to
require Issuer to repay a Note prior to its maturity date upon the death of the
beneficial owner of the Note as described below. The Issuer calls this right
the "Survivor's Option."
Upon exercise of the Survivor's Option, the Issuer will, at its option,
either repay or purchase any Note properly delivered for repayment by or on
behalf of the person that has authority to act on behalf of the deceased
beneficial owner of the Note at a price equal to the sum of:
o 100% of the principal amount of such Note (or, for zero-coupon Notes,
the amortized face amount of such Notes on the date of such
repayment), and
o accrued and unpaid interest, if any, to the date of such repayment,
subject to the following limitations.
The Survivor's Option may not be exercised until at least 12 months
following the date of original issue of the applicable Notes. In addition, the
Issuer may limit the aggregate principal amount of Notes as to which the
Survivor's Option may be exercised as follows:
o In any calendar year, the Issuer may limit the aggregate principal
amount to the greater of 1% of the outstanding aggregate principal
amount of the Notes as of December 31 of the most recently completed
year or $1,000,000. The Issuer calls this limitation the "annual put
limitation."
o For any individual deceased beneficial owner of Notes, the Issuer may
limit the aggregate principal amount to $200,000 for any calendar
year. The Issuer calls this limitation the "individual put
limitation."
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The Issuer will not make principal repayments pursuant to the exercise of
the Survivor's Option in amounts that are less than $1,000. If the limitations
described above would result in the partial repayment of any Note, the
principal amount of the Note remaining outstanding after repayment must be at
least $1,000.
Each Note delivered pursuant to a valid exercise of the Survivor's Option
will be accepted promptly in the order all such Notes are delivered, unless the
acceptance of that Note would contravene the annual put limitation or the
individual put limitation. If, as of the end of any calendar year, the
aggregate principal amount of Notes that have been accepted pursuant to
exercise of the Survivor's Option during that year has not exceeded the annual
put limitation for that year, any Notes not accepted during that calendar year
because of the individual put limitation will be accepted in the order all such
Notes were delivered, to the extent that any such acceptance would not trigger
the annual put limitation for such calendar year.
Any Note accepted for repayment pursuant to exercise of the Survivor's
Option will be repaid no later than the first June 15 or December 15 to occur
at least 20 calendar days after the date of acceptance. If that date is not a
Business Day, payment will be made on the next succeeding Business Day. Each
Note delivered for repayment that is not accepted in any calendar year due to
the application of the annual put limitation or the individual put limitation
will be deemed to be delivered in the following calendar year in the order in
which all such Notes are originally delivered, unless any such Note is
withdrawn by the representative for the deceased beneficial owner prior to its
repayment. Other than as described in the immediately preceding sentence, Notes
delivered upon exercise of the Survivor's Option may not be withdrawn. In the
event that a Note delivered for repayment pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee will deliver a notice by
first-class mail to the registered Holder that states the reason that the Note
has not been accepted for repayment. Following receipt of such notice from the
Trustee, the representative for the deceased beneficial owner may withdraw any
such Note and the exercise of the Survivor's Option.
Subject to the foregoing, in order to validly exercise a Survivor's
Option, the Trustee must receive from the representative of the deceased
beneficial owner:
o a written request for repayment signed by the representative, with
the signature guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc. ("NASD") or a commercial bank or trust company having
an office or correspondent in the United States;
o appropriate evidence satisfactory to the Trustee that the
representative has authority to act on behalf of the deceased
beneficial owner, the death of such beneficial owner has occurred and
the deceased was the beneficial owner of the Note at the time of
death;
o if applicable, a properly executed assignment or endorsement; and
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o if the beneficial interest in the Note is held by a nominee of the
deceased beneficial owner, a certificate satisfactory to the Trustee
from such nominee attesting to the deceased's ownership of a
beneficial interest in the Note.
Subject to the annual put limitation and the individual put limitation,
all questions as to the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Trustee in its sole discretion. The
Trustee's determination will be final and binding on all parties.
The death of a person owning a Note in joint tenancy or tenancy by the
entirety will be deemed the death of the beneficial owner of the Note, and the
entire principal amount of the Note so held will be subject to the Survivor's
Option. The death of a person owning a Note by tenancy in common will be deemed
the death of the beneficial owner of a Note only with respect to the deceased
Xxxxxx's interest in the Note so held by tenancy in common. However, if a Note
is held by husband and wife as tenants in common, the death of either will be
deemed the death of the beneficial owner of the Note, and the entire principal
amount of the Note so held will be subject to the Survivor's Option. The death
of a person who, during his or her lifetime, was entitled to substantially all
of the beneficial interests of ownership of a Note will be deemed the death of
the beneficial owner for purposes of the Survivor's Option, regardless of the
registered Holder, if such beneficial interest can be established to the
satisfaction of the Trustee. Such beneficial interest will be deemed to exist
in typical cases of nominee ownership, ownership under the Uniform Gifts to
Minors Act, community property or other joint ownership arrangements between a
husband and wife and trust arrangements where one person has substantially all
of the beneficial ownership interest in the Note during his or her lifetime.
6. Events of Default. If an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
7. Supplemental Indentures. The Indenture permits, with certain exceptions
as therein provided, supplemental indentures with and without the consent of
the Holder that modifies the rights and obligations of the Issuer, the
Guarantor and the Holders of the Notes. The Indenture provides that with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by a
resolution of its Managing Member, and the Guarantor, when authorized by a
resolution of the Guarantor's Board of Directors, and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series or of the Coupons appertaining to such
Securities.
8. Obligation to Pay Absolute. No reference herein to the Indenture and no
provision of the Note or of the Indenture shall alter or impair the obligation
of the Issuer and Guarantor, which is absolute and unconditional, to pay the
principal of (and premium, if any) and
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interest on this Note at the time, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the Holder's right
to enforce the Indenture and this Note.
9. Transfers. As provided in the Indenture and subject to certain
limitations set forth therein and as may be set forth on the face hereof, the
transfer of this Note is registrable in the Security Register, upon surrender
of this Note for registration of transfer at the office or agency of the Issuer
in any place where the principal of (and premium, if any) and interest on this
Note are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
This Note is a Global Note and shall be exchangeable for Notes registered
in the names of Persons other than The Depository Trust Company, as depositary
(the "Depositary"), with respect to this Global Note or its nominee only if (A)
such Depositary notifies the Issuer that it is unwilling or unable to continue
as Depositary for this Global Note or at any time ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as
amended, (B) the Issuer, in its discretion, executes and delivers to the
Trustee an Issuer Order that this Global Note shall be exchangeable or (C)
there shall have occurred and be continuing an Event of Default with respect to
the Notes. If this Global Note is exchangeable pursuant to the preceding
sentence, it shall be exchangeable for Notes issuable in denominations of
$1,000 and any integral multiple of $1,000 in excess thereof, registered in
such names as such Depositary shall direct.
The Notes of this series are issuable in denominations of U.S. $1,000 and
any integral multiple of U.S. $1,000 in excess thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Notes of this series may be issued in the form of one or more Global
Securities to the Depositary as depositary for the Global Securities of this
series or its nominee and registered in the name of the Depositary or such
nominee.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
10. The obligations of the Issuer hereunder are fully and unconditionally
guaranteed on a senior basis by the Guarantor.
11. Governing Law. The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
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12. Defined Terms. All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Issuer
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount hereof to be repaid, together
with accrued and unpaid interest hereon, payable to the date of repayment, to
the undersigned, at __________________________________________________________.
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the undersigned must give to the Trustee at 0
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Department, or at such other place or places of which the Issuer shall from
time to time notify the holders of the Notes, not more than 45 days nor less
than 30 days prior to the date of repayment, 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 increments of US$1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Notes to be issued to the
holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid):
US$ _______________________________
Signature
Dated: NOTICE: The signature on this "Option to
Elect Repayment" form must correspond with
the name as written upon the face of the
within Note in every particular, without
alteration or enlargement or any change
whatsoever.
______________________________
Signature Guarantee
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15 under
the Securities Exchange Act of 1934.
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_________________________
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.
_____________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(a) unto
PLEASE INSERT SOCIAL SECURITY
NUMBER OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
_______________________________
_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code,
of assignee)
_______________________________________________________________________________
_______________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
_______________________________________________________________________________
to transfer said Note on the books of the Issuer, with full power of
substitution in the premises.
_______________________________________________________________________________
Dated:
_____________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the within
Note in every particular, without
alteration or enlargement or any
change whatsoever.
_____________________________________
Signature Guarantee
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15 under
the Securities Exchange Act of 1934.
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