Attached files
file | filename |
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8-K - FORM 8-K - US BANCORP \DE\ | c15750e8vk.htm |
EX-1.1 - EXHIBIT 1.1 - US BANCORP \DE\ | c15750exv1w1.htm |
EX-4.1 - EX-4.1 - US BANCORP \DE\ | c15750exv4w1.htm |
EX-4.3.J - EXHIBIT 4.3(J) - US BANCORP \DE\ | c15750exv4w3wj.htm |
EX-4.3.G - EXHIBIT 4.3(G) - US BANCORP \DE\ | c15750exv4w3wg.htm |
EX-4.3.I - EXHIBIT 4.3(I) - US BANCORP \DE\ | c15750exv4w3wi.htm |
EX-4.3.H - EXHIBIT 4.3(H) - US BANCORP \DE\ | c15750exv4w3wh.htm |
EX-4.3.C - EXHIBIT 4.3(C) - US BANCORP \DE\ | c15750exv4w3wc.htm |
EX-4.3.D - EXHIBIT 4.3(D) - US BANCORP \DE\ | c15750exv4w3wd.htm |
EX-4.3.F - EXHIBIT 4.3(F) - US BANCORP \DE\ | c15750exv4w3wf.htm |
EX-4.3.B - EXHIBIT 4.3(B) - US BANCORP \DE\ | c15750exv4w3wb.htm |
EX-4.2 - EXHIBIT 4.2 - US BANCORP \DE\ | c15750exv4w2.htm |
EX-4.3.A - EXHIBIT 4.3(A) - US BANCORP \DE\ | c15750exv4w3wa.htm |
Exhibit 4.3(e)
This Note is a Global Security within the meaning of the Indenture referred to herein and is
registered in the name of a Depositary or a nominee of a Depositary. 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to 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.
REGISTERED | U.S. Bancorp | REGISTERED | ||
Medium-Term Note, Series T (Senior) | ||||
No. TM- | (Master Global Note) |
U.S. Bancorp (the Issuer), a corporation duly organized and existing under the laws of
Delaware, for value received, hereby promises to pay to Cede & Co. or its registered assigns: (i)
on each principal payment date, including each amortization date, redemption date, repayment date,
maturity date, and extended maturity date, as applicable, of each obligation identified on the
records of the Issuer (which records are maintained by U.S. Bank Trust National Association (the
Issuing and Paying Agent)) as being evidenced by this Master Global Note, the principal amount
then due and payable for each such obligation, and (ii) on each interest payment date, if any, the
interest then due and payable on the principal amount for each such obligation. Payment shall be
made by wire transfer of United States dollars to the registered owner, or immediately available
funds or the equivalent to a party as authorized by the registered owner and in the currency other
than United States dollars as provided for in each such obligation, by the Issuing and Paying Agent
without the necessity of presentation and surrender of this Master Global Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE
REVERSE HEREOF.
This Master Global Note is a valid and binding obligation of the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.
Dated: April 21, 2011 | U.S. BANCORP | |||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Attest: | ||||||
Title: |
TRUSTEES CERTIFICATE OF
AUTHENTICATION
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant
to the within-mentioned Indenture.
designated herein and issued pursuant
to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
as Trustee
By: |
||||
Authorized Signatory |
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
as Authenticating Agent
By: |
||||
Authorized Officer |
2
(Reverse Side of Note)
This Master Global Note evidences certain indebtedness (the Debt Obligations) of the Issuer,
which shall form a part of the Issuers unsecured, unsubordinated medium-term notes, Series T due
nine months or more from the date of issue (Series T), all issued or to be issued under and
pursuant to an Indenture dated as of October 1, 1991 (the Indenture), duly executed and delivered
by the Issuer to Citibank, N.A., as trustee (the Trustee), to which Indenture and all indentures
supplemental thereto (including the Issuers Officers Certificate and Company Order, dated April
21, 2011, with respect to, among other things, the establishment of Medium-Term Notes, Series T
(Senior)) reference is hereby made for a description of the rights, duties and immunities
thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. As provided in the
Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption and repayment provisions, if any, may be
subject to different sinking, purchase, or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture provided or permitted.
The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness
of the Issuer issued under Series T are unlimited.
Capitalized terms used herein that are not defined herein shall have the meanings assigned to
them in the Indenture.
No reference herein to the Indenture and no provision of this Master Global Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the
times, places, and rates, and in the coin or currency, identified on the records of the Issuer.
At the request of the registered owner, the Issuer shall promptly issue and deliver one or
more separate note certificates evidencing each Debt Obligation evidenced by this Master Global
Note. As of the date any such note certificate or certificates are issued, the Debt Obligations
which are evidenced thereby shall no longer be evidenced by this Master Global Note.
Beneficial interests in the Debt Obligations evidenced by this Master Global Note are
exchangeable for definitive notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (a) (i) The Depository Trust Company, as depositary (the Depositary),
notifies the Issuer that it is unwilling or unable to continue as Depositary for this Master Global
Note, or (ii) if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is not
appointed by the Issuer within 90 days after receiving notice or becoming aware the Depositary is
unwilling or unable to continue as Depositary or is no longer so registered; (b) in the case of any
other registered global note if (i) the clearing system(s) through which the notes are cleared and
settled is closed for business for a continuous period of 14 days, other than by reason of
holidays, statutory or otherwise; or (ii) the clearing system(s) through which the notes are
cleared and settled announces an intention to cease business permanently or does in fact do so; (c)
the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of
an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial
owners representing a majority in principal amount of such Debt Obligation advise the Depositary or
other clearing system(s) through its participants to cease acting as depositary for such Debt
Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation
that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for
definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Such
definitive notes shall be registered in the name or names of such person or persons as the
Depositary shall instruct the registrar.
Prior to due presentment of this Master Global Note for registration of transfer, the Issuer,
the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this
Master Global Note is registered as the owner hereof for all purposes, whether or not this Master
Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by
notice to the contrary except as required by applicable law.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Global Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Master Global Note on the books of the Issuer with full
power of substitution in the premises.
Dated:
|
||
(Signature) | ||
Signature(s) Guaranteed:
|
NOTICE: The signature on this assignment must correspond with the name as written upon the face of this Master Global Note, in every particular, without alteration or enlargement or any change whatsoever. |
4
U.S. BANCORP
RIDER TO MASTER GLOBAL NOTE DATED APRIL 21, 2011
Medium-Term Notes, Series T (Senior)
This RIDER forms a part of and is incorporated into the Master Global Note dated April 21, 2011, of
U.S. Bancorp (the Issuer) registered in the name of Cede & Co, or its registered assigns,
evidencing the Issuers Debt Obligations.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER GLOBAL NOTE (TOGETHER WITH THIS
RIDER, HEREIN REFERRED TO AS THIS MASTER GLOBAL NOTE) SET FORTH IN THE RECORDS OF THE ISSUER
MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS
SUPPLEMENT DATED APRIL 21, 2011, AND PROSPECTUS DATED APRIL 21, 2011 (EACH, AS IT MAY BE AMENDED OR
SUPPLEMENTED, A PRICING SUPPLEMENT) RELATING TO EACH ISSUANCE OF DEBT OBLIGATIONS, AS FILED BY
THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
Section 1. Defined Terms.
Unless otherwise defined herein, all terms used in this Master Global Note which are defined in the
Indenture shall have the respective meanings assigned to them in the Indenture.
Section 2. General.
This Master Global Note is a duly authorized issue of the series of notes of the Issuer designated
herein. By the terms of the Indenture, the Debt Obligations may mature at different times, may
bear interest, if any, at different rates, may be subject to different redemption and repayment
provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may
be subject to different covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. The Debt Obligations aggregated with any other indebtedness of the Issuer
of this series are unlimited.
This Master Global Note may have such additional or different terms as are set forth in the
applicable Pricing Supplement(s). Any terms so set forth shall be deemed to modify and/or
supersede, as necessary, any other terms set forth in this Master Global Note.
Section 3. Payments of Principal and Interest.
Unless otherwise specified in the applicable Pricing Supplement, the issuer shall pay on the
Maturity date of each Debt Obligation, together with any premium thereon, upon any applicable
Redemption Date, and to pay interest thereon from the original issue date of such Debt Obligation
(the Original Issue Date), except as otherwise specified below, from and including the most
recent Interest Payment Date to which interest has been paid or duly provided for, on each
applicable Interest Payment Date, commencing with the Interest Payment Date immediately following
the Original Issue Date, at the applicable rate, until the principal of Debt Obligation is paid or
made available for payment; provided, however, that if the Original Issue Date is between a Regular
Record Date and an Interest Payment Date, interest payments will be made on the Interest Payment
Date following the next succeeding Regular Record Date. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Master Global Note (or one or more predecessor Master Global
Notes) is registered at the close of business on the Regular Record Date related to the Interest
Payment Date, which, unless otherwise specified in the applicable Pricing Supplement, shall be the
day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date;
provided, however, that interest payable on the Maturity date of any Debt Obligation or any
applicable Redemption Date shall be
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payable to the Person to whom principal shall be payable. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the holder of the this Master Global
Note on such Regular Record Date and may be paid to the Person in whose name this Master Global
Note (or one or more predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the holder of this Master Global Note not less than 10 days prior to such Special Record
Date. In the event that any Maturity date or Redemption Date is not a Business Day, the principal
otherwise payable on such date will be paid on the next day that is a Business Day with the same
force and effect as if made on such Maturity date or Redemption Date, as applicable. In the event
that any Interest Payment Date is not a Business Day, such Interest Payment Date shall be postponed
to the next day that is a Business Day, provided that, for LIBOR Debt Obligations and EURIBOR Debt
Obligations, if such Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. Payment of the principal of (and premium, if
any) and interest on this Master Global Note will be made to the Depository, or its nominee, as the
registered owner of this Master Global Note representing the Debt Obligations. A holder of this
Master Global Note holding $10,000,000 (or the equivalent of $10,000,000 in a currency other than
U.S. dollars) or more in aggregate principal amount of the Debt Obligations shall be entitled to
receive payments by wire transfer of immediately available funds, but only if appropriate wire
transfer instructions have been received in writing by the Trustee or the applicable Paying Agent
not later than the Regular Record Date. Payment of the principal of (and premium, if any) and
interest on this Master Global Note due on the Maturity date or any applicable Redemption Date will
be made in immediately available funds.
The principal of and any premium and interest on the Debt Obligations under this Master Global Note
are payable by the Issuer in the currency specified in the applicable Pricing Supplement. If the
specified currency is other than U.S. dollars, the Issuer will (unless otherwise specified in the
applicable Pricing Supplement) arrange to convert all payments in respect of the applicable Debt
Obligations under this Master Global Note into U.S. dollars in the manner described in the
following paragraph. If the specified currency is other than U.S. dollars, the holder may (if so
indicated in the applicable Pricing Supplement) elect to receive all payments in respect of
applicable Debt Obligations under this Master Global Note in the specified currency by delivery of
a written notice to the Trustee or the applicable Paying Agent not later than fifteen days prior
to the applicable payment date. That election will remain in effect until revoked by written
notice to the Trustee or Paying Agent received no later than fifteen calendar days prior to the
applicable payment date.
In case the specified currency is other than U.S. dollars, the amount of any U.S. dollar payment
will be based on the bid quoted by an exchange rate agent as of 11:00 a.m., London time, on the
second day preceding the applicable payment date on which banks are open for business in London and
New York City, for the purchase of U.S. dollars with the specified currency for settlement on the
payment date of the aggregate amount of the specified currency payable to the holder of this Master
Global Note. If this bid quotation is not available, such exchange rate agent will obtain a bid
quotation from a leading foreign exchange bank in London or New York City selected by such exchange
rate agent. If the bids are not available, payment of the aggregate amount due to the holder on
the payment date will be in the specified currency. All currency exchange costs will be borne by
the holder of this Master Global Note by deductions from such payments due such holder.
Section 4. Redemption.
If possible Redemption Dates or periods within which Redemption Dates may occur and the related
Redemption Prices (expressed as percentages of the principal amount of the applicable Debt
Obligations) are set forth in the applicable Pricing Supplement, such Debt Obligations are subject
to redemption prior to the Maturity date upon not less than 30 nor more than 60 days notice
mailed to the Person in whose name this Master Global Note is registered at such address as shall
appear in the Security Register of the Issuer, on any Redemption Date so specified or occurring
within any period so specified, as a whole or in part, at the election of the Issuer, at the
applicable Redemption Price so specified, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such
Redemption Date will be payable in the case of any such redemption to the holder of this Master
Global Note (or one or more predecessor Notes) at the close of business on the relevant record
dates referred to above, all as provided in the Indenture.
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Section 5. Sinking Funds.
Unless otherwise specified in the applicable Pricing Supplement, the Debt Obligations under this
Master Global Note is not subject to any sinking fund.
Section 6. Principal Amount For Indenture Purposes.
For the purpose of determining whether holders of the requisite amount of the notes of Series T,
including the Debt Obligations as evidenced by this Master Global Note, outstanding under the
Indenture have made a demand, given a notice or waiver or taken any other action, the outstanding
principal amount of this Master Global Note shall be deemed to be the aggregate principal amount
outstanding of the Debt Obligations as evidenced by this Master Global Note.
Section 7. Modification and Waivers.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the rights of the holders of the notes
of each series, including the holders of the Debt Obligations, to be affected under the Indenture
at any time by the Issuer and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount of the notes at the time Outstanding of each series to be
affected and, for certain purposes, without the consent of the holders of any notes, including the
holders of Debt Obligations, at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in aggregate principal amount of the Debt
Obligations of each series at the time Outstanding, on behalf of the holders of all Debt
Obligations of such series, to waive compliance by the Issuer 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 Master Global Note shall be conclusive and binding upon such holder
and upon all future holders of this Master Global Note and of any Master Global Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Master Global Note.
No reference herein to the Indenture and no provision of this Master Global Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Master Global Note at the times,
place and rate, and in the coin or currency, herein prescribed.
Section 8. Authorized Form and Denominations.
Unless otherwise set forth in the applicable Pricing Supplement, the Debt Obligations of this
series are issuable only in fully registered form without coupons in denominations of $1,000 or any
amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture
and subject to certain limitations therein set forth, Debt Obligations of this series are
exchangeable for a like aggregate principal amount of Debt Obligations of this series and of like
tenor of a different authorized denomination, as requested by the holder surrendering the same.
No service charge will 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 Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the Person in whose name this Master Global Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Section 9. Registration of Transfer.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Master Global Note is registrable in the Security Register of the Issuer, upon surrender of
this Master Global 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 Master Global 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 Master Global Notes of this series and of like
tenor of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
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Section 10. Events of Default.
If an Event of Default with respect to the Debt Obligations under this Master Global Note of this
series shall occur and be continuing, the principal of all such Debt Obligations under this Master
Global Notes may (subject to the conditions set forth in the Indenture) be declared due and payable
in the manner and with the effect provided in the Indenture.
Section 11. Governing Law.
This Master Global Note shall be governed by and construed in accordance with the laws of the State
of New York.
8