Exhibit 4.3
TEXTRON FINANCIAL CORPORATION
MEDIUM-TERM NOTE, SERIES F
Cusip No.: __________ Registered No.: R-________ Principal Amount: $________
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. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY 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.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
Issue Price: ________________________ Maturity Date: _________________________
Original Issue Date: ________________
[_____] Original Issue Discount Note
Total Amount of OID: ________________
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Yield to Maturity: _________________%
Initial Accrual Period OID: _________
[_____] Fixed Rate
Interest Rate: __________________%
[_____] Floating Rate
Interest Rate Basis:
____ CD Rate Specified Currency (if other than U.S.
dollars): ______________________________
____ CMT Rate
[_____] CMT Telerate Page 7051
[_____] CMT Telerate Page 7052 Option To Receive Payments In Specified
[_____] Weekly Average Currency (non-U.S. dollar denominated
[_____] Monthly Average Note): _________________________________
____ Commercial Paper Rate
____ Federal Funds Rate
____ LIBOR Place of Payment: ______________________
[_____] LIBOR Reuters
[_____] LIBOR Telerate
LIBOR Currency
[_____] Index Maturity:
____ Prime Rate
____ Treasury Rate
____ Other
Spread (Plus Or Minus): _____________ Initial Redemption Date: _______________
Initial Redemption Percentage: _________
Annual Redemption Percentage
Reduction: _____________________________
Repayment Date: ________________________
Spread Multiplier: _________________% Renewable: [ ] Yes [ ] No
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Extendible: [ ] Yes [ ] No
Interest Category:
[_____] Regular Floating Rate Note Final Maturity Date: ___________________
[_____] Floating Rate/Fixed Rate Note
Fixed Rate Commencement
Date: _________________________
Fixed Interest Rate: _________%
[_____] Inverse Floating Rate Note
Initial Interest Reset Date: ________ Maximum Interest Rate: ________________%
Interest Reset Dates: _______________ Minimum Interest Rate: ________________%
Interest Payment Dates (in the case
of a Floating Rate Note and, in the
case of a Fixed Rate Note, other than
as set forth below):_________________
Regular Record Dates (if other than
as set forth below): ________________
Interest Determination Dates: _______
Addendum Attached Other Provisions: ______________________
[ ] Yes
[ ] No
Authorized Denomination (only if
non-U.S. dollar denominated
Note or if other than $1,000 and
integral multiples thereof): ________
Calculation Agent (if other than the
Trustee): ___________________________
Interest Payment Period: ____________
Textron Financial Corporation, a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the Principal Amount specified above on the Maturity
Date specified above and to pay to the registered holder of this Note (the
"Holder") interest on said Principal Amount at a rate per annum specified above
and upon the terms provided below under either the heading "Provisions
Applicable to Fixed Rate Notes Only" or "Provisions Applicable to Floating Rate
Notes Only."
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This Note is one of a duly authorized issue of notes of the Company (herein
referred to as the "Notes"), all issued or to be issued in one or more series
under an Indenture, dated as of December 9, 1999, as amended by a First
Supplemental Indenture dated November 13, 2006 (as amended by the First
Supplemental Indenture and as further amended or supplemented from time to time,
the "Indenture"), between the Company and U.S. Bank National Association
(successor trustee to SunTrust Bank), as trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes of this series are limited (except as
otherwise provided in the Indenture) to the aggregate principal amount
established from time to time by the Board of Directors of the Company. The
Notes of this series may be issued at various times with different maturity
dates and different principal repayment provisions, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture. The
Notes of this series may be subject to redemption or entitled to repayment at
the option of the Holder thereof, in both cases upon notice and in accordance
with the provisions of this Note and the Indenture. The Company may defease the
Notes of this series in accordance with the provisions of the Indenture.
As used herein, the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that if a Specified
Currency is specified above, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing such
Specified Currency or, if such Specified Currency is the Euro, the day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; provided further that if LIBOR is indicated
above to be an applicable Interest Rate Basis, the day is also a London Banking
Day (as defined below).
"Principal Financial Center" means, unless otherwise provided in this Note:
(1) the capital city of the country issuing the Specified Currency; or
(2) the capital city of the country to which the LIBOR Currency relates,
except, in each case, that with respect to United States dollars, Australian
dollars, Canadian dollars, Euros, South African rand and Swiss francs, the
"Principal Financial Center" will be The City of New York, Sydney, Toronto,
London (solely in the case of the Specified Currency), Johannesburg and Zurich,
respectively.
"London Banking Day" means a day which commercial banks are open for
business, including dealings in the LIBOR Currency specified above, in London.
PROVISIONS APPLICABLE TO FIXED RATE NOTES ONLY:
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If the "Fixed Rate" line above is checked, unless otherwise specified
above, the Company will pay interest semiannually on March 15 and September 15
of each year (each such date fixed for the payment of interest, an "Interest
Payment Date") and on the Maturity Date or upon earlier redemption or repayment
to the person to whom principal is payable. Interest shall accrue from the
Original Issue Date, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for on this Note to, but excluding, the
next following Interest Payment Date, Maturity Date, or earlier date of
redemption or repayment, as the case may be. Interest on Fixed Rate Notes will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Unless otherwise specified above, if any Interest Payment Date or the
Maturity Date (or the date of earlier redemption or repayment) of this Fixed
Rate Note falls on a day that is not a Business Day, the payment will be made on
the next Business Day as if it were made on the date such payment was due, and
no interest will accrue on the amount so payable for the period from and after
such Interest Payment Date or the Maturity Date (or the date of earlier
redemption or repayment), as the case may be.
PROVISIONS APPLICABLE TO FLOATING RATE NOTES ONLY:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown specified above at
the Initial Interest Rate specified above until the first Interest Reset Date
specified above following the Original Issue Date specified above and thereafter
at a rate determined in accordance with the provisions hereinafter set forth
under the headings "Determination of CD Rate," "Determination of CMT Rate,"
"Determination of Commercial Paper Rate," "Determination of Federal Funds Rate,"
"Determination of LIBOR," "Determination of Prime Rate" or "Determination of
Treasury Rate," depending on whether the Interest Rate Basis is the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime
Rate, the Treasury Rate or other Interest Rate Basis.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of earlier redemption or
repayment, as the case may be (an "Interest Period"). Notwithstanding any
provision herein to the contrary, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, specified above.
Unless otherwise specified above, if any Interest Payment Date for any
Floating Rate Note, other than an Interest Payment Date at maturity, would fall
on a day that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day, and interest will continue to accrue to
the following Business Day, except that if LIBOR is the applicable Interest Rate
Basis, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding day that is a Business
Day. If the Maturity Date (or date of earlier redemption or repayment) of any
Floating Rate Note would fall on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) may be
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made on the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the Maturity Date (or the date of earlier
redemption or repayment).
Commencing with the first Interest Reset Date specified above following the
Original Issue Date, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as
specified above under "Interest Reset Dates."
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified above as a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note" or in the
event either "Other Provisions" or an Addendum hereto applies, in each case,
relating to a different interest rate formula, this Note shall be designated as
a "Regular Floating Rate Note" and, except as set forth below or specified above
under "Other Provisions" or in an Addendum hereto, shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any, in each case as specified above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date
specified above; provided, however, that the interest rate in effect for the
period, if any, from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified above as a
"Floating Rate/Fixed Rate Note" then, except as set forth below or specified
above under "Other Provisions" or in an Addendum hereto, this Note shall bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b)
multiplied by the Spread Multiplier, if any, in each case as specified above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate and (z) the interest rate in effect for the period
commencing on, and including, the Fixed Rate Commencement Date specified above
to the Maturity Date (or date of earlier redemption or repayment) shall be the
Fixed Interest Rate specified above or, if no Fixed Interest Rate is so
specified, the interest rate in effect on the day immediately preceding the
Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified above as an
"Inverse Floating Rate Note" then, except as set forth below or specified above
under "Other Provisions" or in an Addendum hereto, this Note shall bear interest
at (a) the Fixed Interest Rate specified above minus (b) the rate determined by
reference to the applicable Interest Rate Basis or Bases:
(x) plus or minus the applicable Spread, if any, and/or
(y) multiplied by the applicable Spread Multiplier, if any, in each case as
specified above;
provided, however, that, unless otherwise specified above under "Other
Provisions" or in an Addendum hereto, the interest rate hereon shall not be less
than zero. Commencing on the Initial
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Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset on each Interest Reset Date; provided, however, that the interest
rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate set forth above.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified above to be added to or
subtracted from the Interest Rate Basis for a Floating Rate Note, and the
"Spread Multiplier" is the percentage specified above by which the Interest Rate
Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a
Spread Multiplier may be applicable to the Interest Rate Basis for a particular
Floating Rate Note, as set forth above.
Each such adjusted Interest Rate Basis shall be applicable on and after the
Interest Reset Date to which it relates but not including the next succeeding
Interest Reset Date. If any Interest Reset Date is a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next day that is a
Business Day, except that if the rate of interest on this Note shall be
determined by reference to LIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day. In addition, if the Treasury Rate is the applicable Interest Rate
Basis and the Interest Determination Date would otherwise fall on an Interest
Reset Date, then the Interest Reset Date will be postponed to the next
succeeding Business Day. Subject to applicable provisions of law (including
usury laws) and except as specified in this Note, on each Interest Reset Date,
the rate of interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
With respect to a Floating Rate Note, accrued interest shall be calculated
by multiplying the principal amount of thereof by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factors
calculated for each day in the Interest Period or from the last date from which
accrued interest is being calculated. The interest factor for each such day is
computed by dividing the interest rate applicable to such day by 360, in the
cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes and Prime Rate Notes or by the number of days in the year, in the
cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to
any day that is an Interest Reset Date will be the interest rate effective on
such Interest Reset Date. The interest rate applicable to any other day will be
the interest rate for the immediately preceding Interest Reset Date (or, if
none, the Initial Interest Rate, as specified above).
The interest determination date relating to a Floating Rate Note with an
interest rate that is determined by reference to two or more interest rate bases
will be the second Business Day prior to the interest reset date on which each
interest rate basis is determinable.
The "Calculation Date," where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date (or the date of earlier redemption or
repayment), as the case may be.
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U.S. Bank National Association shall be the calculation agent unless
another calculation agent is specified above (the "Calculation Agent"). The
interest rate applicable to each interest period will be determined by the
Calculation Agent on or prior to the applicable Calculation Date. At the request
of the Holder, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate which will become effective on the
next Interest Reset Date.
Unless provided above, interest on Floating Rate Notes will be payable (i)
in the case of Floating Rate Notes with a daily, weekly or monthly interest
reset date, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as specified above; (ii) in
the case of Floating Rate Notes with a quarterly interest reset date, on the
third Wednesday of March, June, September and December of each year; (iii) in
the case of Floating Rate Notes with a semi-annual interest reset date, on the
third Wednesday of the two months of each year as specified above; (iv) in the
case of Floating Rate Notes with an annual interest reset date, on the third
Wednesday of the month of each year as specified above; and (v) at maturity.
All percentages resulting from any calculation of the rate of interest on a
Floating Rate Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percent (.0000001), with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).
DETERMINATION OF CD RATE. If the Interest Rate Basis, as specified above,
is, or is calculated by reference to, the CD Rate, unless otherwise specified
above, the "CD Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "CD Interest Determination Date") and shall be the rate on the
applicable CD Interest Determination Date for negotiable United States dollar
certificates of deposit having the Index Maturity specified above as published
in H.15(519) (as defined below) on such CD Interest Determination Date under the
heading "CDs (secondary market)." If the rate referred to in the preceding
sentence is not so published by 3:00 p.m., New York City time, on the applicable
Calculation Date, the CD Rate shall be the rate on the applicable CD Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity specified above as published in H.15 Daily Update (as
defined below), or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "CDs (secondary market)." If
the rate referred to in the preceding sentence is not so published by 3:00 p.m.,
New York City time, on the applicable Calculation Date, the CD Rate shall be the
rate on the applicable CD Interest Determination Date calculated by the
Calculation Agent on the Notes as the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on the applicable CD
Interest Determination Date, of three leading non-bank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified above in an amount that is
representative for a single transaction in that market at that time. If the
dealers selected by the Calculation Agent as provided in the preceding
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sentence are not quoting as mentioned in such sentence, the CD Rate shall be the
CD Rate in effect on the applicable CD Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as H.15(519),
or any successor publication, published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System
at xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxxxx, or any successor site or
publication.
DETERMINATION OF CMT RATE. If the Interest Rate Basis, as specified above,
is, or is calculated by reference to, the CMT Rate, unless otherwise specified
above, the "CMT Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "CMT Interest Determination Date") and shall be the rate displayed on
the Designated CMT Moneyline Telerate Page (as defined below) under the caption
"...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index
for (i) if the Designated CMT Moneyline Telerate Page is specified above as
7051, the CMT Rate for such CMT Interest Determination Date will be a percentage
equal to the yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified above, as published in H.15(519) under the
caption "Treasury Constant Maturities," as the yield is displayed on Moneyline
Telerate, Inc. (or any successor service) ("Moneyline Telerate"), on page 7051
(or any other page as may replace page 7051 on that service) ("Moneyline
Telerate Page 7051"), for the applicable CMT Interest Determination Date. If the
rate referred to in the preceding sentence does not appear on Moneyline Telerate
Page 7051, the CMT Rate for such CMT Interest Determination Date will be a
percentage equal to the yield for United States Treasury securities at "constant
maturity" having the Index Maturity specified above, and for the applicable CMT
Interest Determination Date as published in H.15(519) under the caption
"Treasury Constant Maturities." In the event the rate referred to in the
preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT
Interest Determination Date will be the rate on the applicable CMT Interest
Determination Date for the period of the Index Maturity specified above, as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate which would otherwise have been
published in H.15(519). In the event the rate referred to in the preceding
sentence is not published, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York City time, on the applicable CMT Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York (each a "Reference Dealer"), selected by the
Calculation Agent (from five such Reference Dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest), and the lowest
quotation (or, in the event of equality, one of the lowest)), for United States
Treasury securities with an original maturity equal to the Index Maturity
specified above, a remaining term to maturity no more than one year shorter than
such Index Maturity and in a principal amount that is representative for a
single transaction in the securities in the market at that time. If fewer than
five but more than two of the prices referred to in the above sentence are
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provided as requested, the CMT Rate on the applicable CMT Interest Determination
Date will be calculated by the Calculation Agent based on the arithmetic mean of
the bid prices obtained, and neither the highest nor the lowest of the
quotations shall be eliminated; provided, however, that if fewer than three
prices referred to above are provided as requested, the CMT Rate on the
applicable CMT Interest Determination Date will be calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of the secondary
market bid prices as of approximately 3:30 p.m., New York City time, on the
applicable CMT Interest Determination Date of three Reference Dealers selected
by the Calculation Agent from five Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation or, in the event of equality, one of
the highest and the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original maturity greater
than such Index Maturity, and a remaining term to maturity closest to such Index
Maturity, and in a principal amount that is representative for a single
transaction in the securities in the market at that time. However, if fewer than
five but more than two prices referred to above are provided as requested, the
CMT Rate on the applicable CMT Interest Determination Date will be calculated by
the Calculation Agent based on the arithmetic mean of the bid prices obtained,
and neither the highest nor the lowest of the quotations will be eliminated. If
fewer than three prices referred to above are provided as requested, the CMT
Rate on the applicable CMT Interest Determination Date will be the CMT Rate in
effect on the applicable CMT Interest Determination Date and (ii) if the CMT
Moneyline Telerate Page is 7052, the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the one-week or one-month, as
specified above, and will be the average yield for United States Treasury
securities at "constant maturity" having the Index Maturity specified above, as
published in H.15(519) opposite the caption "Treasury Constant Maturities," as
the yield is displayed on Moneyline Telerate on page 7052 (or any other page as
may replace page 7052 on that service) ("Moneyline Telerate Page 7052"), for the
week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Interest Determination Date falls. If the
rate referred to in the preceding sentence does not appear on Moneyline Telerate
Page 7052, then the CMT Rate for such CMT Interest Determination Date will be a
percentage equal to the one-week or one-month, as specified above, average yield
for United States Treasury securities at "constant maturity" having the Index
Maturity specified above, and for the week or month, as applicable, preceding
the applicable CMT Interest Determination Date as published in H.15(519)
opposite the caption "Treasury Constant Maturities." If the rate referred to in
the preceding sentence does not appear in H.15(519), then the CMT Rate for such
CMT Interest Determination Date will be the one-week or one-month, as specified
above, average yield for United States Treasury securities at "constant
maturity" having the Index Maturity specified above, as otherwise announced by
the Federal Reserve Bank of New York for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related CMT
Interest Determination Date falls. If the Federal Reserve Bank of New York does
not publish the rate referred to above, the rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York City time, on the applicable CMT Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
(from five such Reference Dealers and eliminating the highest quotation (or, in
the event of equality, one of the highest), and the lowest quotation (or, in the
event of equality, one of the lowest)), for United States Treasury securities
with an original maturity equal to the Index Maturity specified above, and a
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remaining term to maturity no more than one year shorter than such Index
Maturity, and in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five but
more than two of the prices referred to above are provided as requested, the
rate on the applicable CMT Interest Determination Date will be calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained, and
neither the highest nor the lowest of the quotations shall be eliminated. If
fewer than three prices referred to above are provided as requested, the rate on
the applicable CMT Interest Determination Date will be calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 p.m., New York City time,
on the applicable CMT Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five such Reference Dealers and
eliminating the highest quotation or (in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for United States Treasury securities with an original maturity
greater than the Index Maturity specified above, and a remaining term to
maturity closest to such Index Maturity and in a principal amount that is
representative for a single transaction in the securities in the market at that
time. If fewer than five but more than two prices referred to above are provided
as requested, the rate will be calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained, and neither the highest nor the
lowest of the quotations will be eliminated, or if fewer than three prices
referred to above are provided as requested, the CMT Rate will be the CMT Rate
in effect on the applicable CMT Interest Determination Date. If two United
States Treasury securities with an original maturity greater than the Index
Maturity as specified above have remaining terms to maturity equally close to
such Index Maturity, the quotes for the United States Treasury security with the
shorter original remaining term to maturity will be used.
"Designated CMT Moneyline Telerate Page" means the display on Moneyline
Telerate or any successor service on the page specified above (or any other page
as may replace the specified page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)). If no such page is
specified above, the Designated CMT Moneyline Telerate Page shall be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified, the Designated CMT Maturity Index shall be two
years.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis, as specified
above, is, or is calculated by reference to, the Commercial Paper Rate, unless
otherwise specified above, the "Commercial Paper Rate" for each Interest Reset
Date will be determined by the Calculation Agent as of the first Business Day
prior to such Interest Reset Date (a "Commercial Paper Interest Determination
Date") and shall be the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity as indicated above, as
such rate shall be published in H.15(519) under the caption "Commercial
Paper-Nonfinancial." In the event that such rate is not published prior to 3:00
p.m., New York City time, on the applicable Calculation Date, then the
Commercial Paper Rate shall be calculated by the Calculation Agent as the Money
Market Yield of the Commercial Paper Rate on the applicable Commercial Paper
-11-
Interest Determination Date for commercial paper having the Index Maturity
specified above, published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the caption
"Commercial Paper-Nonfinancial" (an index maturity of one month will be deemed
equivalent to an index maturity of 30 days and an index maturity of three months
will be deemed to be equivalent to an index maturity of 90 days). If by 3:00
p.m., New York City time, on the applicable Calculation Date, such rate is not
yet published as provided in the preceding sentence, then the Commercial Paper
Rate on the applicable Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent as the Money Market Yield of the arithmetic
mean of the offered rates at approximately 11:00 a.m., New York City time, on
the applicable Commercial Paper Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the Index Maturity
specified above, placed for industrial issuers whose bond rating is "Aa," or the
equivalent, from a nationally recognized statistical rating organization;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting offered rates as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in effect on the
applicable Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula and expressed as a percentage:
D X 360
Money market yield = ------------- X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis, as
specified above, is, or is calculated by reference to the Federal Funds Rate,
unless otherwise specified above, the "Federal Funds Rate" with respect to each
Interest Reset Date will be determined by the Calculation Agent as of the first
Business Day prior to such Interest Reset Date (a "Federal Funds Interest
Determination Date") and shall be the rate on that date for United States dollar
Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)," as displayed on Moneyline Telerate on page 120 or any other page
as may replace the applicable page on that service ("Moneyline Telerate Page
120") or, if such rate does not appear on Moneyline Telerate Page 120, or is not
so published by 3:00 p.m., New York City time, on the applicable Calculation
Date, the rate on the applicable Federal Funds Interest Determination Date for
United States dollar Federal Funds will be the rate on such Federal Funds
Interest Determination Date as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "Federal Funds/Effective Rate." If such rate is not so
published by 3:00 p.m., New York City time, on the applicable Calculation Date,
the Federal Funds Rate will be calculated by the Calculation Agent and will be
the arithmetic mean of the rates for the last transaction in overnight United
States dollar Federal
-12-
Funds arranged by three leading brokers of United States dollar Federal Funds
transactions in The City of New York selected by the Calculation Agent before
9:00 a.m., New York City time, on the applicable Federal Funds Interest
Determination Date; provided, however, that if the brokers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate will be the Federal Funds Rate in effect on the applicable
Federal Funds Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis, as specified above, is,
or is calculated by reference to, LIBOR, unless otherwise specified above,
"LIBOR" for each Interest Reset Date will be determined by the Calculation Agent
as of the second London Banking Day prior to such Interest Reset Date (a "LIBOR
Interest Determination Date") and in accordance with the following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is specified above, LIBOR
will be the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in
the LIBOR Currency having the Index Maturity specified above, commencing on
the second London Banking Day immediately following such LIBOR Interest
Determination Date, that appear on the Designated LIBOR Page specified
above, as of 11:00 a.m. London time, on the applicable LIBOR Interest
Determination Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR Page,
or (b) if "LIBOR Telerate" is specified above or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified as the method for calculating LIBOR,
LIBOR will be the rate for deposits in the LIBOR Currency (as defined
below) having the Index Maturity specified above, commencing on the second
London Banking Day immediately following such LIBOR Interest Determination
Date that appears on the Designated LIBOR Page as of 11:00 a.m., London
time, on the applicable LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as the case may
be, LIBOR in respect of the related LIBOR Interest Determination Date will
be determined in accordance with provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on
the applicable Designated LIBOR Page as specified in clause (i) above, the
rate calculated by the Calculation Agent will be the arithmetic mean of at
least two quotations obtained by the Calculation Agent after requesting the
principal London offices of each of four major reference banks in the
London interbank market to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period of the Index
Maturity specified above, commencing on the second London Banking Day
immediately following the applicable LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on the applicable LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction in the
applicable LIBOR Currency in that market at that time. If fewer than two
quotations are provided, LIBOR determined on the
-13-
applicable LIBOR Interest Determination Date calculated by the Calculation
Agent will be the arithmetic mean of the rates quoted at approximately
11:00 a.m., in the applicable Principal Financial Center, on the LIBOR
Interest Determination Date by three major banks in the applicable
Principal Financial Center(s) selected by the Calculation Agent for loans
in the LIBOR Currency to leading European banks, having the Index Maturity
specified above and in a principal amount that is representative for a
single transaction in the applicable LIBOR Currency in that market at that
time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined as of
such LIBOR Interest Determination Date will be the LIBOR rate in effect on
the applicable LIBOR Interest Determination Date.
"LIBOR Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the LIBOR Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
above, the display on the Reuters 3000 Xtra Service on page "LIBO," or any other
page as may replace the specified page on that service for the purpose of
displaying the London interbank rates of major banks for the applicable LIBOR
Currency, or (b) if "LIBOR Telerate" is specified above or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR,
the display on Moneyline Telerate on page 3750 or any page as may replace the
specified page on that service for the purpose of displaying the London
interbank rates of major banks for the applicable LIBOR Currency.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis, as specified
above, is, or is calculated by reference to, the Prime Rate, unless otherwise
specified above, the "Prime Rate" with respect to each Interest Reset Date will
be determined by the Calculation Agent as of the first Business Day prior to
such Interest Reset Date (a "Prime Interest Determination Date") and shall be
the rate set forth on such date as published in H.15(519) under the caption
"Bank Prime Loan," or if not so published prior to 3:00 p.m., New York City
time, on the applicable Calculation Date pertaining to such Prime Interest
Determination Date, then the Prime Rate will be as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate under the caption "Bank Prime Loan," or if not so
published prior to 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Prime Interest Determination Date, then the Prime Rate
will be calculated by the Calculation Agent as the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 Page (as defined below) as the particular bank's prime rate or base
lending rate as of 11:00 a.m., New York City time, on the applicable Prime
Interest Determination Date. If fewer than four such rates are so published by
3:00 p.m., New York City time, on the applicable Calculation Date as shown on
the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date,
the Prime Rate will be calculated by the Calculation Agent as the arithmetic
mean of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the applicable Prime Interest Determination Date by three major banks in The
City of New York selected by the Calculation Agent. However, if the banks
selected by the
-14-
Calculation Agent are not quoting as mentioned in the preceding sentence, the
Prime Rate will be the Prime Rate in effect on the applicable Prime Interest
Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuters 3000 Xtra
Service or any successor service on the "US PRIME 1 Page" or other page as may
replace the US PRIME 1 Page on such service for the purpose of displaying prime
rates or base lending rates of major United States banks.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis, as specified
above, is, or is calculated by reference to the Treasury Rate, unless otherwise
specified above, the "Treasury Rate" for each Interest Reset Date will be the
rate from the auction held on the applicable Interest Determination Date (the
"Auction") of direct obligations of the United States ("Treasury Bills") having
the Index Maturity, as specified above, as published under the caption
"INVESTMENT RATE" on the display on Moneyline Telerate on page 56 or any other
page as may replace page 56 on that service or page 57 or any other page as may
replace page 57 on that service, or, if the rate is not so published by 3:00
p.m., New York City time, on the applicable Calculation Date pertaining to such
Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate
of the applicable Treasury Bills announced by the United States Department of
the Treasury, or, if the rate is not announced by the United States Department
of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the
rate on the applicable Treasury Rate Determination Date of Treasury Bills having
the Index Maturity specified above, published in H.15(519) under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market," or, if the rate is
not so published by 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Treasury Rate Determination Date, the rate on the
applicable Treasury Rate Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." In the event that the
results of the auction of Treasury Bills having the applicable Index Maturity
specified above are not published or reported, as provided above, by 3:00 p.m.,
New York City time, on the applicable Calculation Date or if no such auction is
held on such Treasury Rate Determination Date, then the Treasury Rate on the
applicable Treasury Rate Determination Date shall be calculated by the
Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on the applicable Treasury Rate Determination Date, of three primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to such Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate will be the Treasury Rate in effect on the applicable Treasury Rate
Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will be
the day of the week in which such Interest Reset Date falls on which Treasury
Bills would normally be auctioned. Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except such auction may be
held on the preceding Friday. If, as the result of a legal holiday, an auction
-15-
is so held on the preceding Friday, such Friday will be the Treasury Rate
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D X N
Bond Equivalent Yield = ------------- X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal; "N" refers to 365 or 366; as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.
PROVISIONS APPLICABLE TO BOTH FIXED RATE NOTES AND FLOATING RATE NOTES:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on the
Regular Record Date (as defined below) immediately preceding such Interest
Payment Date or, if the Interest Payment Date is the Maturity Date or the date
of earlier redemption or repayment, to the person in whose name this Note is
registered at the close of business on the Maturity Date or such earlier date of
redemption or repayment; provided, however, that if the Original Issue Date is
between a Regular Record Date and an Interest Payment Date or on an Interest
Payment Date, interest for the period from and including the Original Issue Date
to, but excluding, the Interest Payment Date relating to such Regular Record
Date shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. If this Note bears interest at
a Fixed Rate, as specified above, unless otherwise specified above, the "Regular
Record Date" with respect to any Interest Payment Date shall be the last day of
February and August next preceding such Interest Payment Date, whether or not
such date shall be a Business Day. If this Note bears interest at a Floating
Rate, as specified above, the "Regular Record Date" with respect to any Interest
Payment Date shall be the fifteenth calendar day next preceding such Interest
Payment Date, whether or not such date shall be a Business Day.
Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date or any earlier redemption or repayment date will be
made in immediately available funds upon presentation and surrender of this Note
and, in the event of any repayment on a Repayment Date, as specified above, upon
submission of the form "Option to Elect Repayment" on the reverse of this Note
duly completed, at the Place of Payment specified above; provided, however, that
if a Specified Currency is specified above and such payment is to be made in
such Specified Currency in accordance with the provisions set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the Holder hereof at least 15 calendar days
prior to the Maturity Date or such earlier redemption or repayment date, as the
case may be, provided that such bank has
-16-
appropriate facilities therefor and that this Note is presented and surrendered
at the Place of Payment specified above in time for the Trustee to make such
payment in such funds in accordance with its normal procedures. Payment of
interest due on any Interest Payment Date, other than the Maturity Date or any
earlier redemption or repayment date, will be made at the Place of Payment
specified above or, at the option of the Company, by check mailed to the address
of the Holder hereof as such address shall appear in the Register (as defined in
the Indenture) maintained by the Trustee; and provided further that a Holder of
U.S.$10,000,000 (or, if a Specified Currency is specified above, the equivalent
thereof in such Specified Currency) or more in aggregate principal amount of
Notes (whether having identical or different terms and provisions) will be
entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Xxxxxx.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in United States dollars or, if a Specified
Currency is indicated above, in such Specified Currency (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts of the country issuing such currency or, in the case of
the Euro, in the member states of the European Union that have adopted the
single currency in accordance with the Treaty Establishing the European
Community, as amended by the Treaty on European Union, such other currency which
is then such legal tender in such country or in the adopting member states of
the European Union, as the case may be). If a Specified Currency is specified
above, except as otherwise provided below, any such amounts so payable by the
Company will be converted by a New York clearing house bank designated by the
Company (the "Exchange Rate Agent") into United States dollars for payment to
the Holder of this Note.
If a Specified Currency is specified above, the Holder of this Note may
elect to receive any amount payable hereunder in such Specified Currency. If the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in such Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
If a Specified Currency is specified above, the Holder of this Note may
elect to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in such Specified
Currency by submitting a written request for such payment to the
-17-
Trustee at the Place of Payment specified above on or prior to the applicable
Record Date or at least 15 calendar days prior to the Maturity Date (or any
earlier redemption or repayment date), as the case may be. Such written request
may be mailed or hand delivered or sent by facsimile transmission. The Holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date (or any earlier redemption or repayment date), as the case may be.
If a Specified Currency is specified above and the Holder of this Note
shall have duly made an election to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in such Specified Currency, but such Specified Currency is not available for
such payment due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) determined
by the Exchange Rate Agent on the second Business Day prior to such payment date
or, if such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate on or before the date on which such
payment is due. The "Market Exchange Rate" for the Specified Currency means the
noon dollar-buying rate in The City of New York for cable transfers of the
Specified Currency as certified for customs purposes (or, if not so certified,
as otherwise determined) by the Federal Reserve Bank of New York. Any payment
made in United States dollars under such circumstances shall not constitute an
Event of Default (as defined in the Indenture).
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
In case an Event of Default (as defined in the Indenture) with respect to
Notes of this series shall occur and be continuing, the principal amount (or, if
the Note is an Original Issue Discount Note, such lesser portion of the
principal amount as may be applicable) of the Notes of this series may be
declared due and payable, and, with respect to certain Events of Default, shall
automatically become due and payable, in each case in the manner and with the
effect provided in the Indenture. If this Note is an Original Issue Discount
Note, in the event of an acceleration of the Maturity Date hereof, the amount
payable to the Holder of this Note upon such acceleration will be determined by
this Note but will be an amount less than the amount payable at the Maturity
Date of this Note.
The Indenture permits, with certain exceptions as therein provided, the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities (as defined in the Indenture) of each series to be
affected by such modification under the Indenture at any time by the Company
with the consent of the holders of not less than a majority in aggregate
principal amount of the Outstanding Securities (as defined in the Indenture) of
each series to be affected by such modification. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series, on behalf of the
Holders of all Securities of such series, to waive compliance by the
-18-
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences.
This Note is issuable only in registered form without coupons in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof or
other Authorized Denomination specified above.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered in the Register of this
series upon surrender of this Note for registration of transfer at the Place of
Payment specified above, duly endorsed by or accompanied by, a written
instrument of transfer in form satisfactory to the Company and the Trustee, duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon a new Note or Notes of this series of Authorized Denomination and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
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.
The Trustee, and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered in the Register as the owner of
this Note for all purposes and neither the Company nor the Trustee nor any such
agent shall be affected by any notice to the contrary.
If so specified above, this Note will be redeemable at the Company's option
on the date or dates specified prior to the Maturity Date at a price or prices,
each as specified above, together with accrued interest to the date of
redemption. This Note will not be subject to any sinking fund. If so redeemable,
the Company may redeem this Note either in whole or from time to time in part,
upon not less than 30, nor more than 60, days' notice before the date of
redemption. If less than all of the Notes with like tenor and terms are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
The Company may specify that this Note will be repayable at the option of
the Holder on a date or dates specified prior to the Maturity Date at a price or
prices specified above, together with accrued interest to the date of repayment.
In order for this Note to be repaid, the Paying Agent (as defined in the
Indenture) must receive at least 30, but not more than 60, days prior to the
repayment date (i) this Note with the form entitled "Option to Elect Repayment"
at the end of this Note duly completed or (ii) a facsimile transmission or a
letter from a member of a national securities exchange of the National
Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid with the form entitled
"Option to Elect Repayment" at the end of this Note duly completed will be
received by the Paying Agent not less than five Business Days after the date of
such facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The repayment
option may be exercised by the Holder of this Note for less then the entire
principal amount of this Note
-19-
provided that the principal amount of this Note remaining outstanding after
repayment is an Authorized Denomination.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified above, in whole
or from time to time in part in increments of $1,000 or other Authorized
Denomination (provided that any remaining principal amount hereof shall be at
least $1,000 or other minimum Authorized Denomination), at the Redemption Price
(as defined below), together with unpaid interest accrued thereon to the date
fixed for redemption (the "Redemption Date"), on written notice given to the
Holder hereof (in accordance with the provisions of the Indenture) not more than
60 calendar days nor less than 30 days prior to the Redemption Date. The
"Redemption Price" shall be the Initial Redemption Percentage specified above
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, specified
above, until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
and provisions as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender hereof.
The Company can "reopen" a previously issued tranche of Notes and issue
additional Notes of such tranche or establish additional terms of such tranche
or issue notes with the same terms as previously issued Notes.
The Company may at any time purchase this Note at any price in the open
market or otherwise. Notes so purchased by the Company may be held or resold or,
at the discretion of the Company, may be surrendered to the Trustee for
cancellation.
By acceptance of this Note, the Holder hereof agrees to be bound by the
provisions of the Indenture. Terms used herein, which are defined in the
Indenture, shall have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under the Indenture.
-20-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
TEXTRON FINANCIAL CORPORATION
BY:
------------------------------------
NAME: XXXXXX X. XXXXXX
TITLE: EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
BY:
------------------------------------
NAME: XXXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT AND
TREASURER
Dated:
------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated herein and
referred to in the within-mentioned
Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Successor Trustee to SunTrust Bank
BY:
---------------------------------
Authorized Signatory
-21-
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the under Uniform Gifts to Minors Act
entireties
____________________________________________
JT TEN as joint tenants with (State)
right of survivorship
and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
----------
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
(Please insert social security 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 it
appears upon page three of the within
Note in every particular, without
alteration or enlargement or any change
whatever and must be guaranteed.
-------------------------------------
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC
RULE 17Ad-15.
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
U. S. Bank Trust NY
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its terms
at a price equal to the applicable repayment price thereof together with
interest to the repayment date, to the undersigned:
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof, which the Holder elects to have repaid:
________________
and specify the denomination or denominations (which shall be in authorized
denominations) of the Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid):
________________________________________
Date: Signature:
------------------- -----------------------------
ABBREVIATIONS
The following abbreviations, when used in the instruction on the face of this
instrument, 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 entirety
JT TEN- as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - ________ Custodian for ________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may be used though not in the above list.
