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.B - EXHIBIT 4.3(B) - US BANCORP \DE\ | c15750exv4w3wb.htm |
EX-4.3.E - EXHIBIT 4.3(E) - US BANCORP \DE\ | c15750exv4w3we.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(f)
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 | REGISTERED | |||
No. UA | U.S. Bancorp | |||
Medium-Term Note, Series U (Subordinated) | Principal Amount: | |||
(Global Fixed Rate Note) | $ | |||
CUSIP No. |
ORIGINAL ISSUE DATE:
|
MATURITY DATE: | |
INTEREST RATE:
|
REDEMPTION TERMS: | |
SPECIFIED CURRENCY:
|
OTHER TERMS: |
U.S. BANCORP, a corporation
duly organized and existing under the laws of Delaware (herein
called the Company, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS ($
) on the Maturity Date shown
above or, together with any premium thereon, upon any applicable Redemption Date, and to pay
interest thereon from the Original Issue Date shown above or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, on (but excluding) each
February 1 and August 1 or such other dates, if any, as are specified under Other Terms above
(the Interest Payment Dates), commencing with the Interest Payment Date immediately following the
Original Issue Date, at the rate per annum equal to the Interest Rate shown above, until the
principal hereof 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 Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date related to the Interest Payment
Date, which shall, unless otherwise specified under Other Terms above, 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 this Note or any applicable Redemption Date shall be
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 hereof on such Regular Record
Date and may be paid to the Person in whose name this 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 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, and no interest will accrue for the period
from and after that 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, and no interest will accrue with respect to the payment due on
such Interest Payment Date for the period from and after that Interest Payment Date to the next
succeeding Business Day. Payment of the principal of (and premium, if any) and interest on this
Note will be made to The Depository Trust Company, as depositary, or its nominee as the registered
owner of the global notes representing the book entry notes, provided, however, that the Company
may, at its option, pay interest on any Certificated Note, other than interest at maturity or upon
redemption, by mailing a check to the address of the Person entitled to payment as it appears on
the Security Register of the Company at the close of business on the Regular Record Date
corresponding to the relevant Interest Payment Date. A Holder of $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 Notes
of like tenor and term 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 fifteen calendar days prior to the
applicable Interest Payment Date. Payment of the principal of (and premium, if any) and interest
on this Note due on the Maturity Date or any applicable Redemption Date will be made in immediately
available funds upon presentation of this Note. Interest on this Note shall be computed on the
basis of a 360-day year of twelve 30-day months.
The principal of and any premium and interest on this Note are payable by the Company in the
Specified Currency for this Note. If the Specified Currency for this Note is other than U.S.
dollars, the Company will (unless otherwise specified on the face hereof) arrange to convert all
payments in respect of this Note into U.S. dollars in the manner described in the following
paragraph. If this Note has a Specified Currency other than U.S. dollars, the Holder may (if so
indicated on the face hereof) elect to receive all payments in respect of this 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 on the face hereof 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
Holders of Notes denominated in other than U.S. dollars and who are scheduled to receive U.S.
dollar payments. 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 all
Holders on the payment date will be in the Specified Currency. All currency exchange costs will be
borne by the Holder of this Note by deductions from such payments due such Holder.
2
Reference is hereby made to the further provisions of this Note set forth on the reverse side
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 or on behalf of the
Trustee identified below, by manual signature, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.
U.S. BANCORP | ||||||
Dated:
|
By |
|
||||
Vice President | ||||||
Attest |
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|||||
Assistant Secretary |
TRUSTEES CERTIFICATE
OF AUTHENTICATION
OF 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
4
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series U (Subordinated)
(Global Fixed Rate Note)
U.S. BANCORP
Medium-Term Note, Series U (Subordinated)
(Global Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the Company (herein called the
Notes), issued or to be issued in one or more series under an Indenture, dated as of October 1,
1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the
Indenture), between the Company and Citibank, N.A., 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 Company, the Trustee, the Holders of
Senior Indebtedness and the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. This Note is one of the series designated herein. By the
terms of the Indenture, additional Notes of this series and of other separate series, which may
vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate
and in other respects as therein provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the
Indenture referred to above, subordinate and subject in right of payment to the prior payment in
full of the principal of and premium, if any, and interest on all Senior Indebtedness of the
Company, as defined in the Indenture, and each Holder of this Note, by accepting the same, agrees
to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination of this Note as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.
The indebtedness evidenced by the Note is issued subject to the provisions of the Indenture
regarding payments to creditors in respect of General Obligations. In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for payment or
distribution in respect of Notes (as defined in the Indenture, Excess Proceeds), and if, at such
time, any creditors in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of such General
Obligations before any payment or distribution may be made in respect of Notes. This paragraph
shall immediately and automatically terminate, be null and void ab initio and have no further
effect upon the occurrence of a Termination Event (as defined in the Indenture).
5
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 this Note) are set
forth on the face hereof under Redemption Terms, this Note is 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 Note is registered at such address as shall appear in the Security Register of
the Company, on any Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company, at the applicable Redemption Price so specified,
together in the case of any such redemption 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 to the Holder of this Note (or one or more predecessor Notes) at
the close of business on the relevant Record Dates referred to on the face hereof, all as provided
in the Indenture. In the event of redemption of less than all of the principal of this Note, a new
Note of this series and with similar terms, and of an authorized denomination representing the
unredeemed portion of this Note will be issued in the name of the Holder hereof upon the
cancellation hereof. Unless otherwise specified on the face hereof under Redemption Terms, this
Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of all the 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.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes of each series to be affected under the Indenture at any time by the Company 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 at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal amount of the
Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company 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.
Subject to the rights of holders of Senior Indebtedness and General Obligations of the Company
set forth in this Note and as provided in the Indenture referred to above, no reference herein to
the Indenture and no provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company 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 Company 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 and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
6
Unless otherwise set forth on the face hereof, under Other Terms, the Notes 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, Notes of this series are exchangeable for a like
aggregate principal amount of Notes 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
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered in the Security Register as the owner hereof for all purposes, whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Note may have such additional or different terms as are set forth on the face hereof
under Other Terms. Any terms so set forth shall be deemed to modify and/or supersede, as
necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of the State of New
York.
Unless otherwise defined herein, all terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COMas tenants in common | ||||||||||
TEN ENTas tenants by the entireties | ||||||||||
JT TENas joint tenants with right of survivorship and not as tenants in common | ||||||||||
UNIF GIFT MIN ACT | Custodian | |||||||||
(Cust) | (Minor) | |||||||||
under Uniform Gift to Minors Act | ||||||||||
(State) |
Additional abbreviations may be used though not in the above list.
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Name and address of assignee, including zip code, must be printed or typewritten)
the within Note, and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the within Company, 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 whatever and must
be guaranteed by a commercial bank or trust company having its principal office or a correspondent
in New York City or by a member of the New York Stock Exchange.
9