Exhibit 4.4
TEXTRON FINANCIAL CANADA FUNDING CORP.
MEDIUM-TERM NOTES, SERIES F-CAD
FULLY AND UNCONDITIONALLY GUARANTEED BY
TEXTRON FINANCIAL CORPORATION
Cusip No.: __________ Registered No.: R-_________ Principal Amount: $________
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("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: ________________
Yield to Maturity: _________________%
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Initial Accrual Period OID: _________
[_____] Fixed Rate
Interest Rate: __________________%
[_____] Floating Rate
Interest Rate Basis:
Specified Currency (if other than U.S.
____ CD Rate dollars): ______________________________
____ CMT Rate
[_____] CMT Telerate Page 7051 Option To Receive Payments In Specified
[_____] CMT Telerate Page 7052 Currency (non-U.S. dollar denominated
[_____] Weekly Average Note): _________________________________
[_____] Monthly Average
____ 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
Extendible: [ ] Yes [ ] No
Interest Category: __________________
[_____] Regular Floating Rate Note Final Maturity Date: ___________________
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[_____] 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: _______
Additional Amounts applicable for Company:
[ ] Yes
[ ] No
Additional Amounts applicable for Guarantor:
[ ]Yes
[ ]No
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 Canada Funding Corp., an unlimited liability corporation
duly organized under the laws of the Province of Nova Scotia (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
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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."
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 November 30, 2001, as amended by a First
Supplemental Indenture dated November __, 2006 (as amended by the First
Supplemental Indenture and as further amended or supplemented from time to time,
the "Indenture"), among the Company, Textron Financial Corporation (the
"Guarantor") 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, the Guarantor 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 or the Guarantor. 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 and the
Guarantor may defease the Notes of this series in accordance with the provisions
of the Indenture.
To secure the due and punctual payment of principal, any premium, any
interest and Additional Amounts (as hereinafter defined) on this Note by the
Company under the Indenture, when and as the same shall become due and payable,
whether at the Maturity Date, by declaration of acceleration, call for
redemption or otherwise, the Guarantor has unconditionally guaranteed this Note
pursuant to the terms of the Guarantee endorsed hereon and in Section 13.1 of
the Indenture (the "Guarantee").
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
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(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:
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
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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 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.
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(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 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
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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.
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
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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 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 ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ /releases/h15/update, 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) ("Money 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
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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 such Index Maturity, 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 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 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. 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
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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 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
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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 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
-12-
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 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.
-13-
(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 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
-14-
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 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
-15-
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
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.
-16-
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 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; provided 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 ▇▇▇▇▇▇.
If the box on page one entitled "Additional Amounts applicable for Company"
is checked "yes", all payments in respect of the Notes, including, without
limitation, payments of principal, interest, if any, and premium, if any, shall
be made by the Company without withholding or deduction for or on account of any
present or future taxes, duties, levies or other governmental charges of
whatever nature in effect on the date of the original issuance of this Note or
imposed or established in the future by or on behalf of the Government of Canada
or of any province or territory thereof or therein or by any authority or agency
thereof or therein having power to tax ("Taxes") unless the Company is required
to withhold or deduct Taxes by applicable law or by the interpretation of
administration thereof by the relevant government authority. In the event the
Company is so required to deduct or withhold any amount for or on account of
Taxes from any payment on or with respect to the Notes, the Company shall pay
such additional amounts ("Additional Amounts") as may be necessary in order that
the net amounts received by each holder or beneficial owner of this Note after
such withholding or deduction in respect of such Taxes (including Additional
Amounts) shall equal the respective amounts of principal, interest, if any, and
premium, if any, which would have been received in respect of the Notes in the
absence of such withholding or deduction; provided that no such Additional
Amounts will be payable with respect to (1) any payment to a holder or
beneficial owner who is liable for such Taxes in respect of this Note (a) by
reason of such holder or beneficial owner being a person with whom the Company
is not dealing at arm's length for the purposes of the Income Tax Act (Canada)
or (b) by reason of the existence of any present or former connection between
such holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
member or shareholder of, or possessor of a power over, such holder or
beneficial owner, if such holder or beneficial owner
-17-
is an estate, trust, partnership, limited liability company or corporation) and
Canada or any province or territory thereof or therein or agency thereof or
therein other than the mere holding, use or ownership or deemed holding, use or
ownership, or receiving payments or enforcing any rights in respect of this Note
as a non-resident or deemed non-resident of Canada or any province or territory
thereof or therein or any agency thereof or therein, (2) any Tax which would not
have been so imposed but for the presentation by the holder of this Note for
payment on a date more than 10 days after the date on which the payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later; (3) any estate, inheritance, gift, sales, transfer,
personal property or excise tax or any similar tax, assessment or governmental
charge; (4) any Tax which is payable otherwise than by withholding from payments
in respect of principal of, any premium, or any interest on this Note; (5) any
Tax imposed as result of the failure to comply with (a) certification,
information, documentation, reporting or other similar requirements concerning
the nationality, residence, identity or connection with Canada or any province
or territory thereof of the holder or beneficial owner of this Note, if such
compliance is required by statute, or by regulation, as a precondition to relief
or exemption from such Tax or (b) any other certification, information,
documentation, reporting or other similar requirements under Canadian federal or
provincial income tax laws or regulations that would establish entitlement to
otherwise applicable relief or exemption from such Tax, assessment or other
governmental charge; (6) any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment of the principal of
any premium or any interest on this Note, if the payment can be made without
such withholding by at least one other paying agent; or (7) any combination of
items (1), (2), (3), (4), (5) or (6). Furthermore, no Additional Amounts shall
be paid with respect to any payment on this Note to a holder or beneficial owner
who is a fiduciary or partnership or other than the sole beneficial owner of
such payment to the extent that a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or beneficial owner would not have
been entitled to receive the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the holder of any this Note of this series.
Whenever in this Note or in the Indenture there is a reference, in any
context, to the payment of the principal of, or interest, if any, on, or in
respect of, the Notes, such payment shall be deemed to include the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect of such payment pursuant to the provisions
hereof or thereof and express mention of the payment of Additional Amounts (if
applicable) in any provision hereof or thereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.
If at any time subsequent to the issuance of this Note, as a result of any
change in, or amendment to, the laws, including any regulations or rulings
promulgated thereunder, of Canada or of any political subdivision thereof or any
authority therein or thereof having power to tax or as a result of any change in
the application or official interpretation of such laws, including any proposals
for change, amendment or application or interpretation of such laws, where the
amendment or change becomes effective on or after the date on which the Notes
are first offered for sale or which proposal is made after such date, or as a
result of any action taken by any taxing authority of Canada which action is
taken or becomes generally known after such date, or any commencement of a
proceeding in a court of competent jurisdiction in the Canada after such date,
whether or not such action was taken or such proceeding was brought
-18-
with respect to the Company, the Company becomes, or will become, obligated to
pay any Additional Amounts, then this Note will be redeemable as a whole (but
not in part), at the option of the Company, at any time upon not less than
thirty (30) nor more than sixty (60) days' notice given to the holders at their
principal together with accrued interest thereon, if any (calculated as provided
in the Indenture) (and any Additional Amounts payable with respect thereto) to
the date fixed for redemption (the "Tax Redemption Date").
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 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
-19-
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 Guarantor 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 and the Guarantor 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 Company and the Guarantor 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.
-20-
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, with the Guarantee endorsed thereon, 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 (other than for the determination of any Additional
Amounts payable) 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 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
-21-
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
TEXTRON FINANCIAL CANADA FUNDING CORP.
BY:
------------------------------------
NAME: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
TITLE: PRESIDENT
BY:
------------------------------------
NAME: ▇▇▇▇▇▇ ▇▇▇
TITLE: TREASURER
Dated:
------------------------------
-22-
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
-23-
FULL AND UNCONDITIONAL GUARANTEE BY
TEXTRON FINANCIAL CORPORATION
For value received, Textron Financial Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor Person under the Indenture
(the "Indenture") referred to in the Note on which this Guarantee is endorsed),
has fully and unconditionally guaranteed, pursuant to the terms of the Guarantee
contained in Article Thirteen of the Indenture, the due and punctual payment of
the principal of, and any premium, interest and any Additional Amounts on, such
Note, when and as the same shall become due and payable, whether at the stated
maturity, by declaration of acceleration, call for redemption or otherwise, in
accordance with the terms of such Note and the Indenture.
All payments pursuant to this Guarantee shall be made without withholding
or deduction for, or on account of, any present or future taxes, duties, levies
or other governmental charges of whatever nature in effect on the date that such
Note is originally issued or imposed or established in the future by or on
behalf of the United States or any authority thereof or therein, unless such
taxes, duties, levies or governmental charges are required by the United States
or such other jurisdiction or any such subdivision or authority to be withheld
or deducted. In that event, the Guarantor will pay such additional amounts as
will result (after deduction of such taxes, duties, levies or governmental
charges and any additional taxes, duties, levies or governmental charges payable
in respect of such) in the payment to the holder of the Note on which this
Guarantee is endorsed of the amounts which would have been payable in respect of
the Guarantee thereof had no such withholding or deduction been required,
subject to certain exceptions as set forth in Article Thirteen of the Indenture.
The obligations of the Guarantor to the Holders of the Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Thirteen of the Indenture, and reference is hereby made to such Article
and Indenture for the precise terms of the Guarantee.
The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is endorsed
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.
Capitalized terms used herein and not otherwise defined herein have the
meanings specified in the Indenture.
IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed under its corporate seal.
Dated: TEXTRON FINANCIAL CORPORATION
------------------------------
Attest: By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- Title: Executive Vice President
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ And Chief Financial Officer
By:
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and
Treasurer
[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
entireties Minors Act
JT TEN as joint tenants with right of ________________________
survivorship and not as tenant (State)
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
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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.