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 $18,275,000
NUMBER FLR _______ CUSIP 06050 MAC1
BANK OF AMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES H
(Indexed Note)
/X/ SEE THE ATTACHED PRINCIPAL REPAYMENT BASE RATE:
AMOUNT RIDER for a description of the (if applicable, check one)
PRINCIPAL REPAYMENT AMOUNT and its calculation ___CD Rate
___Commercial Paper Rate
/ / SEE THE ATTACHED INTEREST PAYMENT AMOUNT ___LIBOR __________
RIDER for a description of the INTEREST ___Federal Funds Rate
PAYMENT AMOUNT and its calculation ___Prime Rate
___Treasury Rate
___CMT Rate
ORIGINAL ISSUE DATE: September 7, 1999 CMT TeleratePage:_____
STATED MATURITY DATE: September 7, 2006 CMT Maturity Index:___
FINAL MATURITY DATE: N/A ___Eleventh District Cost
INITIAL INTEREST RATE: 0.25% Fixed of Funds Rate
INDEX MATURITY FOR INITIAL ___Other:________________
INTEREST RATE (IF DIFFERENT): N/A ________________
INDEX MATURITY: N/A ________________
INDEX MATURITY FOR FINAL
INTEREST PAYMENT PERIOD
(IF DIFFERENT): N/A
SPREAD: N/A
SPREAD MULTIPLIER: N/A
MAXIMUM INTEREST RATE: N/A
MINIMUM INTEREST RATE: N/A / / This Note is a Renewable
INTEREST PAYMENT DATES:March 7 and September 7 Note.
INTEREST RESET DATES: N/A See Attached Rider
INTEREST RESET PERIOD: N/A
INITIAL REDEMPTION DATE: N/A / / This Note is an
INITIAL REDEMPTION PERCENTAGE: N/A Extendible Note.
ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A See Attached Rider
OPTIONAL REPAYMENT DATE(S): N/A
CALCULATION AGENT: Banc of America Securities LLC
ADDITIONAL TERMS: SEE PRINCIPAL REPAYMENT AMOUNT RIDER
MINIMUM DENOMINATIONS: $100,000 and integral multiples of $1,000 in excess
thereof
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 CEDE &
CO., or registered assigns, (a) that amount calculated according
to the terms of the attached Principal Repayment Amount Rider
(the "Principal Repayment Amount") on the Stated Maturity Date
specified above (except to the extent redeemed, repaid or
converted prior to the Stated Maturity Date), and (b) interest on
the face amount of this Note at a rate per annum equal to the
Initial Interest Rate specified above which, interest will be
paid on the Interest Payment Dates specified above and on the
Stated Maturity Date or the Termination Date and will be computed
and paid as described on the Principal Repayment Amount Rider,
each such Stated Maturity Date and Termination Date being herein
referred to as a "Maturity Date" with respect to the principal
repayable on such date). Interest on this Note will accrue from
the Original Issue Date specified above.
Except to the extent otherwise provided under the Principal
Repayment Amount Rider, 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 Bank of New York, as Issuing and Paying Agent,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Corporate
Trust Office").
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and on the attached Riders,
which shall have the same effect as though fully set forth at
this place.
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: Senior Vice President
ATTEST:
_____________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee
By: The Bank of New York, as
Authenticating Agent
By:__________________________
Authorized Signatory
[Reverse of Note]
BANK OF AMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES H
(Indexed Note)
This 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 NationsBank Corporation (predecessor to the
Corporation) and U.S. Bank Trust National Association, as
successor trustee to BankAmerica National Trust Company (herein
called the "Trustee," which term includes any successor trustee
under the Indenture), as supplemented by a First Supplemental
Indenture dated as of September 18, 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 Senior Medium-Term Notes, Series H (herein called
the "Notes"), limited in aggregate principal amount to
$5,000,000,000. The Bank of New York initially has been
appointed to serve as the Security Registrar and the Issuing and
Paying Agent in connection with the Notes.
This Note is not subject to any sinking fund.
This Note is subject to repayment at the option of the
registered holder only in accordance with the attached Principal
Repayment Amount Rider. Exercise of such repayment option by the
holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation
only in accordance with the attached Principal Repayment Amount
Rider.
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 (i) the
Corporation's failure to pay principal of (or premium, if any,
on) the Notes when due, or to pay interest on the Notes within 30
days after the same becomes due, (ii) the Corporation's breach of
its other covenants contained in this Note or the Indenture,
which breach is not cured within 90 days after written notice by
the Trustee or the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation of the Corporation) shall
occur with respect to the Notes, the Principal Repayment Amount
of all the Notes may 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 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 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.
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
Repayment Amount 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 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 those denominations described on the face of this
Note. 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 any
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.
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 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
holder of the Notes, as the owner of the Notes for all purposes,
including payment of the Principal Repayment Amount and interest,
notices and voting. Transfer of the Principal Repayment Amount
and interest to participants of DTC will be the responsibility of
DTC, and transfer of the Principal Repayment Amount 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.
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.
BANK OF AMERICA CORPORATION
0.25% SERIES H SENIOR BASKET-INDEXED NOTE, DUE 2006
PRINCIPAL REPAYMENT AMOUNT RIDER
General
The Notes are medium-term notes to be issued as part of a
series of Debt Securities under the Senior Indenture.
Capitalized terms not otherwise defined in the Notes have the
meanings as defined in the Prospectus dated May 21, 1998, the
Prospectus Supplement dated November 16, 1998 and the Pricing
Supplement dated September 3, 1999 delivered in connection with
the Notes.
The aggregate Face Amount of Notes to be issued will be
$18,275,000. The Corporation in the future may, however,
"reopen" the issue of Notes and issue additional Notes at a later
time.
The Face Amount of each Note will be $1,000, subject to the
requirements for a minimum denomination of $100,000. The Notes
will mature on September 7, 2006, unless the Corporation has
exercised the Call Feature or the holder has exercised the
Exchange Right. The Termination Date will be the date on which
the Termination Principal Repayment occurs.
Interest Payments
The Notes will bear interest from September 7, 1999 (the
"Original Issue Date"), at the rate of 0.25% of the Face Amount
per annum in arrears until the Termination Date, unless the
holder has exercised its Exchange Right, in which case interest
will accrue only until the last Interest Payment Date that
precedes the date on which the holder notifies the Corporation
that it wishes to exercise its Exchange Right. Interest will be
payable semi-annually on each March 7th and September 7th,
commencing March 7th, 2000 (each an "Interest Payment Date").
Interest will be computed on the basis of the actual number of
days elapsed over a 360-day year of twelve 30-day months. Each
payment of interest on an Interest Payment Date will include
interest accrued through but not including such Interest Payment
Date. If the Notes are called by the Corporation and the holder
does not exercise its Exchange Right, then on the Termination
Date the holder shall receive interest accrued from and including
the most recent Interest Payment Date through but not including
the Termination Date. The interest payable on each Note on each
Interest Payment Date will, subject to certain exceptions
provided in the Senior Indenture described in the Prospectus, be
paid to the person in whose name such Note is registered on the
close of business on the Regular Record Date (as defined in the
Prospectus Supplement).
Termination Principal Repayment
If the Termination Date is prior to the Stated Maturity
Date, then on the Termination Date the Termination Principal
Repayment is the Face Amount of the Note, unless the holder has
exercised the Exchange Right, in which case the holder will
receive cash equal to the Exchange Value. If the Notes are
neither called by the Corporation nor exchanged by the holder,
then on
the Stated Maturity Date the holder will automatically receive cash
equal to the greater of (1) the Face Amount or (2) the Exchange Value.
For each Face Value of $1,000, the Exchange Value shall
equal 8.163265 Basket Units multiplied by the Termination Date
Value of one Basket Unit. The "Termination Date Value" means the
arithmetic average of the values of the Basket Unit over the 5
Trading Days during the Valuation Period (except when the
Termination Date is the Stated Maturity Date, in which case there
will be only 1 Trading Day during the Valuation Period). For
each Trading Date during the Valuation Period, the value of the
Basket Unit will equal the sum-product of (1) the Closing Prices
of the common shares of each of the Basket Companies multiplied
by (2) the number of common shares of each of the Basket
Companies that are contained in the Basket Unit. The Valuation
Period shall consist of the 5 Trading Days prior to the
Termination Date, except when the Termination Date is the Stated
Maturity Date, in which case there will be only one Valuation
Date, August 30, 2006. The Valuation Period and the Termination
Date are subject to adjustment upon the occurrence of certain
Non-Trading Days.
Call Feature
On any Business Day on or after August 30, 2002, the
Corporation may notify the holders of the Notes that it intends
to call the Notes, in whole but not in part, at the Face Amount
(plus any accrued and unpaid interest) on the date that is 15
calendar days after the date of such announcement.
Exchange Right
On any Business Day on or after August 30, 2001 (but not on
or after August 30, 2006), the holders of the Notes may notify
the Corporation that they wish to exchange the Notes into cash
equal to the Exchange Value effective on the date that is 6
Trading Days after the date of such notification.
Additional Definitions
"Basket Unit" means the portfolio of the publicly traded
common shares of 7 high technology companies (each, a "Basket
Company") as listed and share-weighted in Schedule I attached to
this rider. The number of common shares of each Basket Company
included in the Basket Unit is referred to as the "Basket
Composition". The Basket Composition is subject to adjustment as
a result of certain dilution events.
"Closing Price" means (a) the closing price or last reported
price of any security on the New York Stock Exchange ("NYSE") on
such date or (b) if such security is not listed for trading on
the NYSE, the last quoted bid price of such security on such
other national securities exchange or association that is the
primary market for the trading of such security. For the
purposes of any calculations that may be required under "Dilution
Adjustments; Reorganization Events," the price referred in clause
(b) above will be the average of the closing bid price and the
closing offer price.
A "Trading Day" means a Business Day on which the security
the Closing Price of which is being determined (a) is not
suspended from trading on any national securities exchange or
association at the close of business and (b) has traded at least
once on the national securities exchange or association that is
the primary market for the trading of such security.
"Business Day" means any day that is not a Saturday, a
Sunday or a day on which the New York Stock Exchange, the
American Stock Exchange, NASDAQ, any other national securities
exchange, or banking institutions or trust companies in New York,
New York or Charlotte, North Carolina are authorized or obligated
by law or executive order to close.
Market Disruption
If any Valuation Date is not a Trading Day (a "Non-Trading
Day"), then the Valuation Period will be extended to include as
many Trading Days as are necessary so that the Valuation Period
contains 5 Trading Days. In such event, the Termination Date
will also be extended until the first Business Day following the
last day of the extended Valuation Period. If the Termination
Date is the Stated Maturity Date and the Valuation Date (August
30, 2006) is a Non-Trading Day, then the Valuation Date will be
the next Trading Day. In the event that none of the days
beginning on the Valuation Date and ending on the day before the
Stated Maturity Date are Trading Days, then the Stated Maturity
Date will not be extended and the Calculation Agent will be
solely responsible for the determination of the Termination Date
Value of the Basket Unit.
Dilution Adjustments; Reorganization Events
The Basket Composition is subject to adjustment if one or
more of the Basket Companies, with respect to its common shares:
(1) distributes additional common shares (as to each
Basket Company, its "Common Shares"),
(2) subdivides or splits the number of outstanding
Common Shares,
(3) consolidates its outstanding Common Shares into a
smaller number of Common Shares,
(4) issues any Common Shares by reclassification of
its other shares (other than a reclassification upon a
Reorganization Event described below),
(5) issues rights or warrants to all holders of Common
Shares entitling them to subscribe for or purchase
additional Common Shares at a price per unit less than the
market price of the Common Shares (other than rights to
purchase Common Shares pursuant to a plan for the
reinvestment of distributions or interest) or
(6) pays a dividend or makes a distribution to all
holders of Common Shares or evidences of its indebtedness or
other assets (including without limitation, an
Extraordinary Cash Dividend (as defined below) or a spin-off, but
excluding (A) any dividends or distributions referred to in
clause (1) above, (B) any Common Shares issued pursuant to a
reclassification referred to in clause (4) above or (C) any
cash dividends other than any Extraordinary Cash Dividends
(as defined below)) or issues, to all holders of Common
Shares, rights or warrants to subscribe for or purchase any
of its securities (other than those referred to in clause
(5) above).
In the case of the events referred to in clauses (1), (2),
(3) and (4) above, the Basket Composition shall be adjusted so
that the holder of a Note will be entitled to receive, upon
exercise of the Exchange Right, cash equal to the Exchange Value
that is calculated based on the number of Common Shares (or, in
the case of a reclassification referred to in clause (4) above,
the number of Common Shares issued pursuant thereto) that the
holder would have owned or been entitled to receive immediately
following such event had the Exchange Right been exercised
immediately prior to such event or any record date with respect
thereto.
In the case of the event referred to in clause (5) above,
the Basket Composition shall be adjusted by multiplying the
number of Basket Company Common Shares immediately prior to the
ex-date of the issuance of the rights or warrants referred to in
clause (5) above by the fraction described in the next 2
sentences. The numerator will be the sum of (A) the number of
Basket Company Common Shares outstanding on the ex-date of the
issuance of such rights or warrants, plus (B) the number of
additional Basket Company Common Shares offered for subscription
or purchase pursuant to such rights or warrants. The denominator
will be the sum of (A) the number of Basket Company Common Shares
outstanding on the ex-date of the issuance of such rights or
warrants, plus (B) the number of additional Basket Company Common
Shares equal in value to the aggregate offering price of the
total number of such rights or warrants, based on the market
price of the Basket Company Common Shares. This market price
will be the Closing Price per share of Basket Company Common
Shares on the Trading Day immediately prior to the ex-date of the
issuance of such rights or warrants; provided, however, that if
none of the 20 calendar days prior to such date are a Trading
Day, then such market price shall be determined by the
Calculation Agent. To the extent that Common Shares are not
delivered after the expiration of such rights or warrants, the
Basket Composition shall be readjusted to reflect the number of
Common Shares actually delivered.
In the case of the event referred to in clause (6) above,
the Basket Composition will be adjusted by multiplying the number
of Basket Company Common Shares (in effect on the ex-date with
respect to such dividend or distribution referred to in clause
(6) above) by the fraction described in the next 3 sentences.
The numerator will be the market price of the Basket Company
Market Shares on the ex-date for the determination of
stockholders entitled to receive the dividend or distribution
referred to in clause (6) above. The market price will be the
Closing Price per share of Basket Company Common Shares on the
Trading Day immediately prior to such ex-date; provided, however,
that if none of the 20 calendar days prior to such ex-date are a
Trading Day, then such market price will be determined by the
Calculation Agent. The denominator will be such market price per
share of Basket Company Market Shares less the fair market value
(as determined by the Calculation Agent) as of such ex-date of
the portion of the assets or evidences of indebtedness so
distributed or of such subscription rights or warrants applicable
to one share of Basket Company Market Shares.
An "Extraordinary Cash Dividend" will mean, for any one-year
period, all cash distributions on the Basket Company Market
Shares during such period to the extent the distributions exceed,
on a per share basis, 10% of the average Closing Prices of the
Basket Company Market Shares over such period (less any such
distributions for which an adjustment to the number of Basket
Company Common Shares in the Basket Unit was previously made).
All adjustments to the Conversion Ratio will be calculated to the
nearest 1/10,000th of a Basket Company Common Share (or, if there
is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share). In the case of the reclassification of
any Basket Company Common Shares into any equity interest of the
Basket Company other than the number of Basket Company Common
Shares in the Basket Unit, such equity interest shall be deemed
Basket Company Common Shares solely to determine the number of
Basket Company Common Shares in the Basket Unit. Each such
adjustment to the Basket Composition shall be made successively.
In the event of (A) any consolidation or merger of either a
Basket Company or any surviving entity or subsequent surviving
entity of such Basket Company (a "Basket Company Successor"),
with or into another entity (other than a merger or consolidation
in which the Basket Company is the continuing corporation and in
which the Basket Company Common Shares outstanding immediately
prior to the merger or consolidation are not exchanged for cash,
securities or other property of the Basket Company or another
corporation or limited partnership), (B) any sale, transfer,
lease or conveyance to another corporation of the property of the
Basket Company or any Basket Company Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of
securities of the Basket Company or any Basket Company Successor
with another corporation or limited partnership (other than in
connection with a merger or acquisition) or (D) any liquidation,
dissolution or winding up of the Basket Company or any Basket
Company Successor (any such event, a "Reorganization Event"),
each holder of Notes will receive on the Termination Date, an
Exchange Value based upon an adjusted valuation of the Basket
Unit. For the purpose of calculating the value of the affected
Basket Company Common Shares, such value will be adjusted to
reflect: (1) for any cash received in any such Reorganization
Event, the amount of cash received per unit of Basket Company
Common Shares, (2) for any property other than cash or securities
received in any such Reorganization Event, an amount equal to the
market value on the Termination Date of such property received
per share of Basket Company Common Shares as determined by the
Calculation Agent and (3) for any securities received in any such
Reorganization Event, an amount equal to the average Closing
Price per share of such securities during the Valuation Period
(subject to adjustment as provided under "Description of Notes
Market Disruption Event") multiplied by the number of such
securities received for each share of Basket Company Common
Shares. For the purpose of clause (3), Closing Price will be the
last quoted bid price for any security that is not traded on the
NYSE.
No adjustments will be made for certain other events, such
as an offering of Basket Company Common Shares by a Basket
Company for cash or in connection with acquisitions.
The Calculation Agent shall, within 10 Business Days
following the occurrence of an event that requires an adjustment
to the Basket Composition or the occurrence of a Reorganization
Event (or, in either case, if the Calculation Agent is not aware
of such occurrence, as soon as practicable after becoming so
aware), provide written notice to the Trustee
and to each holder of the Notes of the occurrence of such event including a
statement in reasonable detail describing the method by which the
adjustment to the Basket Composition or change in the
consideration to be received by holders of the Notes following
the Reorganization Event was determined and the revised Basket
Composition or consideration, as the case may be.
Except as otherwise provided herein, the Calculation Agent
will be solely responsible for the determination and calculation
of (and the determination of any method for calculating) the
Basket Composition and any dividends, distributions, numbers of
shares, other securities or other property or assets (including
cash) in connection with any of the events described in this
section ("Dilution Adjustments; Reorganization Events"), and its
determinations and calculations will be conclusive.
Events of Default and Acceleration
In case an Event of Default, as defined in the Senior
Indenture, with respect to the Notes will have occurred and is
continuing, the holders may direct the Senior Trustee to
accelerate the maturity of the Notes. The amount payable to a
holder of the Notes upon any acceleration permitted under the
Senior Indenture will be equal to: (1) the Face Amount of the
Notes (which shall be paid to such holder in cash), unless such
holder exercises the Exchange Right, in which case the Exchange
Value plus (2) an additional amount, if any, of interest
calculated to the date of payment.
Schedule I
Bank of America Corporation 0.25% Series H Senior Basket-Indexed Notes Due 2006
Basket Composition
Basket Ticker % Value on Pricing Date Number
Company Symbol Weight Pricing Date Price Setting of Shares*
Texas Instruments TXN 18% 18.00 80.3750 0.22395
Incorporated
Sun Microsystems, SUNW 18% 18.00 75.6250 0.23802
Inc.
International Business
Machines Corp. IBM 18% 18.00 123.3750 0.14590
Oracle Corporation ORCL 18% 18.00 36.5000 0.49315
12 Technologies Inc. ITWO 11% 11.00 31.5000 0.34921
Rambus Inc. RMBS 11% 11.00 102.9375 0.10686
Wind River
Systems, Inc. WIND 6% 6.00 16.3125 0.36782
Total 100% 100.00
* Calculated in each case by dividing the Value on the Pricing
Date by the Pricing Date Price Setting.