EXHIBIT 4.5
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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY 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 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.
NO. 1 $420,000,000
CUSIP No. 354613 AD 3
FRANKLIN RESOURCES, INC.
3.700% Senior Notes due 2008
Franklin Resources, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Four Hundred Twenty Million Dollars
($420,000,000.00) on April 15, 2008, and to pay interest thereon from April 8,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on April 15 and October 15 in each year,
commencing October 15, 2003, at the rate of 3.700% per annum, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of 3.700%
per annum on any overdue principal and premium and on any overdue installment of
interest from the dates such amounts are due until they are paid or made
available for payment and such interest shall be
payable on demand. Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months. If any Interest Payment Date or the
maturity date falls on a day that is not a Business Day, the required payment
shall be made on the next Business Day as if it were made on the date such
payment was due and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or the maturity date, as the
case may be, to such next Business Day. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest, which shall be April 1 or October 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest which is payable but not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the registered Holder hereof on the relevant regular record date by virtue of
having been such holder, and may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a subsequent special record date (which shall be at least 10 days
before the payment date) for the payment of such defaulted interest to be fixed
by the Company, notice whereof shall be given to the Holders of Securities
(defined below) of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that payment to DTC or any successor depository may be made by wire
transfer to the account designated by DTC or such successor depository in
writing.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 19, 1994, as supplemented on October
9, 1996 (herein called, together with all indentures supplemental thereto, the
"Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited (subject to exceptions provided in the
Indenture) to the aggregate principal amount specified in the Officers'
Certificate dated April 8, 2003 establishing the terms of the Securities
pursuant to the Indenture.
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If an Event of Default with respect to the Securities shall occur and be
continuing, the principal of the Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.
For purposes of the Securities, the definition of "Material Subsidiary" in
the Indenture shall be replaced in its entirety as follows: "Material
Subsidiary" means (a) Franklin Advisers, Inc., (b) Franklin/Templeton
Distributors, Inc., (c) Franklin Templeton Investor Services, LLC, (d) Templeton
Global Advisors Limited, (e) Templeton Investment Counsel, LLC, (f) Franklin
Mutual Advisers, LLC, (g) Fiduciary Trust Company International, (h) any other
Subsidiary which owns, directly or indirectly, any of the capital stock of any
of the companies listed in (a) through (g) above or any successor entity and (i)
any other Subsidiary with which any of the companies listed in (a) through (g)
above or any successor entity is merged or consolidated or which acquires or
succeeds to a significant portion of the business, properties or assets of any
of the companies listed in (a) through (g) above or any successor entity.
The Securities may not be redeemed prior to the Stated Maturity.
The Securities are not subject to any sinking fund.
The Indenture contains provisions permitting, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series issued under the Indenture at any time by the Company and the
Trustee with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of any series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Securities issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security, at the times, place and rate, and in the coin or currency, herein and
in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Security, the transfer of this Security may be registered on
the Security Register upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for that purpose in
any place where the principal of and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
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satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by the Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities are issuable only in registered form without coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations set forth in the Indenture, and in
this Security, the Securities are exchangeable for a like aggregate principal
amount of Securities of this series in different authorized denominations, as
requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said State.
All terms used in this Security without definition that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
[Remainder of Page Intentionally Left Blank]
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Unless the Certificate of Authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized officers, this Security shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 8, 2003 FRANKLIN RESOURCES, INC.
[SEAL]
By:__________________________________
By:__________________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: April 8, 2003 JPMORGAN CHASE BANK, as Trustee
By:__________________________________
as an Authorized Officer
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