exv4w1
Exhibit 4.1
(Face of Security)
THIS SECURITY 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 THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, 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 POPULAR NORTH AMERICA, INC. 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.
CUSIP No. 733188 AB2
ISIN No. US733188AB23
POPULAR NORTH AMERICA, INC.
7.47% SENIOR NOTE DUE 2014
Payment of Principal, Premium, if any,
and Interest Guaranteed by
POPULAR, INC.
Popular North America, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the Company, which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Seventy Eight Million U.S. dollars ($78,000,000) on
December 21, 2014 and to pay interest thereon, from June 10, 2011 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on June 21 and
December 21 in each year, commencing December 21, 2011, and at the Maturity of the principal
hereof, at the rate per annum equal to 7.47%, until the principal hereof is paid or made available
for payment. Notwithstanding the foregoing, interest on any principal that is overdue shall be
payable on demand.
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 Security (or one
or more Predecessor Securities) is registered at the close of business on the first calendar day of
June and December, as applicable (whether or not a Business Day, as such term is defined in Section
3 on the reverse hereof), next preceding such Interest Payment Date, unless otherwise provided on
the face hereof (a Regular Record Date). Any interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the
Holder on such Regular Record Date and such Defaulted Interest either may be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed
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by the Trustee, notice whereof shall be given to the Holder of this Security not less than 10
days prior to such Special Record Date, or may be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in the Indenture.
Except as provided in the next paragraph, payment of any amount payable on this Security will
be made in U.S. dollars at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (or at any other office or agency maintained by the
Company for that purpose), against surrender of this Security in the case of any payment due at the
Maturity of the principal hereof; provided, however, that, at the option of the
Company and subject to the next paragraph, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register.
Payment of any amount payable on this Security will be made in U.S. dollars by wire transfer
of immediately available funds to an account maintained by the payee with a bank located in the
Borough of Manhattan, The City of New York, if (i) the principal of this Security is at least
$10,000,000 and (ii) the Holder entitled to receive such payment transmits a written request for
such payment to be made in such manner to the Paying Agent at its Corporate Trust Office,
Attention: Securities Processing Division, on or before the Regular Record Date preceding the day
on which such payment is to be made; provided that, in the case of any such payment due at
the Maturity of the principal hereof, this Security must be surrendered at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City of New York (or at
any other office or agency maintained by the Company for that purpose) in time for the Paying Agent
to make such payment in such funds in accordance with its normal procedures. Any such request made
with respect to any payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such request is revoked on
or before the Regular Record Date preceding the day on which such payment is to be made, in which
case such revocation shall be effective for such
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payment and all later payments; provided that, in the case of any payment due at
Maturity of the principal of this Security to be effective any request for revocation must be made
no later than the 15th day prior to the Maturity of the principal of this Security. In the case of
any payment of interest payable on an Interest Payment Date, such written request must be made by
the Person who is the registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with making payments by
wire transfer with respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may be deducted from the
payment by the Company or the Paying Agent.
Notwithstanding any provision of this Security or the Indenture, the Company may make any and
all payments of principal, premium (if any) and interest on this Security pursuant to the
applicable procedures of the Depositary for this Security as permitted in the Indenture.
Notwithstanding any provision of this Security or the Indenture, if any amount of principal,
premium (if any) or interest would otherwise be due on this Security on a day (the Specified
Day) that is not a Business Day, such amount may be paid or made available for payment on the
next succeeding Business Day with the same force and effect as if such amount were paid on the
Specified Day. The provisions of this paragraph shall apply to the Security in lieu of the
provisions of Section 113 of the Indenture.
Reference is hereby made to the further provisions of this Security 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 by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: June 10, 2011
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POPULAR NORTH AMERICA, INC.
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By |
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Name: |
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Title: |
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[SEAL]
This Security is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON, as
Trustee
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By |
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Authorized Officer |
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(Reverse of Security)
1. Securities and Indenture
This Security is one of a duly authorized issue of securities of the Company (herein called
the Securities), all unconditionally guaranteed by Popular, Inc. (hereinafter called the
Guarantor) and issued and to be issued in one or more series under an Indenture, dated as of
October 1, 1991, as supplemented by the First Supplemental Indenture, dated as of February 28,
1995, the Second Supplemental Indenture, dated as of May 8, 1997, and the Third Supplemental
Indenture, dated as of August 5, 1999 (together herein called the Indenture, which term
shall have the meaning assigned to it in such instrument), duly executed and delivered by the
Company and the Guarantor to The Bank of New York Mellon Trust Company, N.A. (successor in interest
to The Bank of New York Mellon Trust Company, N.A.), as Trustee (herein called the Trustee, which
term includes any successor trustee under the Indenture) and as Successor Trustee to Citibank,
N.A., and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
2. Series and Denominations
This Security is one of the series designated on the face hereof, initially limited to an
aggregate principal amount of Seventy Eight Million U.S dollars ($78,000,000) (or the equivalent
thereof in any other currency or currencies or currency units), which amount may be increased at
the option of the Company if in the future it determines that it may wish to sell additional
Securities of this series. References herein to this series mean the series of securities
designated on the face hereof. References herein to the Securities include (unless the context
otherwise requires) any other securities issued as described in this paragraph and forming a single
series with the Securities.
The Securities are issuable only in registered form without coupons in Authorized
Denominations, which
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term shall mean $100,000 and any integral multiples of $1,000 in excess thereof.
3. Business Day and U.S. Dollars
For all purposes of this Security, the term Business Day means each Monday, Tuesday,
Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which commercial banking
institutions in New York City generally are authorized or required by law, regulation or executive
order to close.
References in this Security to U.S. dollars shall mean, as of any time, the coin or
currency that is then legal tender for the payment of public and private debts in the United States
of America.
4. Redemption at the Companys Option
Except as provided below, this Security shall not be redeemable at the option of the Company
before the Stated Maturity Date.
In the event that the Guarantor shall be obligated to pay any Additional Amounts due to a
change in law, regulation or interpretation, the Company may, at its option, redeem this Security
as a whole at a redemption price of 100% of the principal amount thereof together with accrued
interest to the date fixed for redemption.
5. Transfer and Exchange
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security 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 or her attorney duly authorized in
writing, and thereupon one or more new Securities 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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As provided in the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different Authorized Denomination, as requested by the Holder surrendering
the same.
No service charge shall 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 Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company nor the Guarantor nor the Trustee nor any
such agent shall be affected by notice to the contrary.
If this Security is a Global Security, this Security shall be subject to the provisions of the
Indenture relating to Global Securities, including the limitations in Section 305 thereof on
transfers and exchanges of Global Securities.
6. Remedies.
If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity
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reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security 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 Security at the times, place and rate,
and in the coin or currency, herein prescribed.
7. Modification and Waiver.
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 Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of all series to be affected (considered together
as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders
of a majority in principal amount of the Securities at the time Outstanding of all series to be
affected under the Indenture (considered together as one class for this purpose), on behalf of the
Holders of all Securities of such series, to waive compliance by the Company and the Guarantor with
certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of any series to be affected under the Indenture
(with each such series considered separately for this purpose), on behalf of the Holders of all
Securities of such series, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon
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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 Security.
8. Governing Law.
This Security and the Indenture shall be governed by and construed in accordance with the laws
of the State of New York.
9. Defined Terms
All terms used in this Security that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.
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GUARANTEE
OF
POPULAR, INC.
Popular, Inc. (the Guarantor) hereby unconditionally guarantees to the Holder of this
Security duly authenticated and delivered by the Trustee, the due and punctual payment of the
principal, and premium, if any, of (including any amount in respect of original issue discount),
and interest, if any (together with any Additional Amounts payable pursuant to the terms of this
Security), on this Security and the due and punctual payment of the sinking fund payments, if any,
and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as
the same shall become due and payable, whether at Stated Maturity or upon redemption, repayment or
upon declaration of acceleration or otherwise according to the terms of this Security and of the
Indenture. In case of default by the Company in the payment of any such principal (including any
amount in respect of original issue discount), any premium or interest (together with any
Additional Amounts payable pursuant to the terms of this Security), sinking fund payment, or
analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor
hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and
shall be absolute and unconditional irrespective of any extension of the time for payment of this
Security, any modification of this Security, any invalidity, irregularity or unenforceability of
this Security or the Indenture, any failure to enforce the same or any waiver, modification,
consent or indulgence granted to the Company with respect thereto by the Holder of this Security or
the Trustee, or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any
right to require a demand or proceeding first against the Company, protest or notice with respect
to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this guarantee will not be discharged as to this Security except by payment in full of the
principal of (including any amount payable in respect of original issue discount), and any
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premium or interest (together with any Additional Amounts payable pursuant to the terms of
this Security), thereon.
The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation
of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a
Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified
or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of
contribution or for any other reason, from any other obligor with respect to such payment.
This guarantee shall not be valid or become obligatory for any purpose with respect to this
Security until the certificate of authentication on this Security shall have been signed by the
Trustee.
This guarantee is governed by and construed in accordance with the laws of the State of New
York.
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IN WITNESS WHEREOF, Popular, Inc. has caused this guarantee to be signed by its duly
authorized officers and has caused its corporate seal to be affixed hereunto or imprinted hereon.
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POPULAR, INC.
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By: |
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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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[SEAL]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Security, shall
be construed as though they were written out in full according to applicable laws or regulations.
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TEN COM
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As tenants in common |
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TEN ENT
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As tenants by the entireties |
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JT TEN
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as joint tenants with the right of
survivorship and not as tenants
in common |
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UNIF GIFT MIN ACT
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Custodian |
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(Cust)
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(Minor) |
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under Uniform Gifts to Minors Act |
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Additional abbreviations may also be used
though not in the above list.
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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
(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the
premises.
Dated: ______________
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Signature Guaranteed |
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NOTICE: Signature must be
guaranteed.
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Notice: The signature to this
assignment must correspond with the
name of the Holder as written upon
the face of the attached Security in
every particular, without alteration
or enlargement or any change
whatsoever. |
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SCHEDULE OF INCREASES OR DECREASES
The following increases or decreases in
this Global Note have been made:
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Principal |
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Amount of |
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Amount of |
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Amount of |
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this |
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decrease |
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increase |
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Global |
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Signature |
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in |
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in |
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Note |
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of |
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Principal |
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Principal |
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following |
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authorized |
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Amount of |
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Amount of |
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such |
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signatory |
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this |
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this |
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decrease |
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of Trustee |
Date of |
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Global |
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Global |
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or |
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or Notes |
Exchange |
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Note |
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Note |
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increase |
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Custodian |
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