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Exhibit 4.3
[FORM OF FACE OF SECURITY]
Fixed Rate Note
REGISTERED REGISTERED
No. FXR- [PRINCIPAL AMOUNT]
CUSIP:*
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "ISSUE PRICE," "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
APPLIED MATERIALS, INC.
MEDIUM-TERM NOTE, SERIES ___
(FIXED RATE)
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE: INTEREST RATE: STATED MATURITY:
INTEREST ACCRUAL DATE: INITIAL REDEMPTION PERCENTAGE: APPLICABILITY OF MODIFIED OPTIONAL REPAYMENT
PAYMENT UPON ACCELERATION: DATE(S):
TOTAL AMOUNT OF OID: ANNUAL REDEMPTION PERCENTAGE INTEREST PAYMENT DATE(S): TERMS OF AMORTIZING
REDUCTION: NOTES:
ORIGINAL YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID: ISSUE PRICE: OTHER PROVISIONS:
Applied Materials, Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to , or registered assignees, the principal sum of
, on the Stated Maturity specified above (except to the extent previously
redeemed or repaid) and, unless this Note is an Amortizing Note (as defined
below), to pay interest thereon at the Interest Rate per annum specified above
from the Interest Accrual Date specified above until the principal hereof is
paid or duly made available for payment (except as provided below),
semiannually in arrears on the
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* Applies only if this Note is a Registered Global Security.
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Interest Payment Dates specified above commencing on the Interest Payment Date
next succeeding the Interest Accrual Date specified above, and at Maturity;
provided, however, that if the Interest Accrual Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered Holder of this Note on the Record Date
with respect to such second Interest Payment Date.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from the Interest Accrual
Date, until the principal hereof has been paid or duly made available for
payment (except as provided below). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to such Interest Payment Date (whether or
not a Business Day) (each such date a "Record Date"); provided, however, that
interest payable at Maturity will be payable to the person to whom the
principal hereof shall be payable. As used herein, "Business Day" means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law or regulation
to close in The City of New York.
The Issuer may issue a Note in the form of an Amortizing Note,
which pays a level amount in respect of both interest and principal amortized
over the life of the Note. Unless otherwise specified on the face hereof,
payments of principal and interest on Amortizing Notes will be made either
quarterly on each Interest Payment Date or semiannually on each Interest
Payment Date, as set forth on the face hereof, and at Maturity. Payments with
respect to Amortizing Notes will be applied first to interest due and payable
thereon and then to the reduction of the unpaid principal amount thereof. A
table setting forth repayment information in respect of each Amortizing Note
will be provided to the original Holder and will be available, upon request, to
subsequent Holders.
Payment of the principal of this Note, any premium and the
interest due at Maturity will be made in immediately available funds upon
surrender of this Note at the office or agency of the Paying Agent, as defined
on the reverse hereof, maintained for that purpose in the City of __________, or
at such other paying agency as the Issuer may determine. Payments of interest,
other than interest due at Maturity, will be made by U.S. dollar check mailed to
the address of the person entitled thereto as such address shall appear in the
Note register. Notwithstanding the foregoing, (a) The Depository Trust Company,
as Holder of book-entry Notes, shall be entitled to receive payments of interest
by wire transfer of immediately available funds and (b) a Holder of U.S.
$10,000,000 or
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more in aggregate principal amount of Notes having like tenor and terms will be
entitled to receive payments of interest, other than interest due at Maturity,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.
DATED: APPLIED MATERIALS, INC.
[SEAL] By
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Name:
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Title:
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ATTEST
By
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Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes of the
series designated therein referred
to in the within-mentioned Indenture.
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as Trustee
By
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As Authenticating Agent
By
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Authorized Officer
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[FORM OF REVERSE OF SECURITY]
This Note is one of a duly authorized issue of Medium-Term
Notes, having maturities from more than nine months to 30 years from the date
of issue (the "Notes"), of the Issuer. The Notes are issuable under an
Indenture, dated as of _______________ (the "Indenture"), between the Issuer
and __________________________________, as Trustee (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 of the Issuer,
the Trustee and Holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Issuer has appointed _________
_______________________, at its corporate trust office in the City of _________
as the paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest
rate formulas, issue dates, maturity dates, or otherwise, all as provided in
the Indenture. To the extent not inconsistent herewith, the terms of the
Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at the
option of the Holder prior to the Stated Maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed to
the registered Holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Indenture. In the event of redemption of this
Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.
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If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the Holder on the Optional Repayment Date
or Dates specified on the face hereof on the terms set forth herein. On any
Optional Repayment Date, this Note will be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the Holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the option
of the Holder hereof, the Trustee must receive at its agent's office in the
City of ___________, not less than 15 nor more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth the name of the Holder of this Note, the
principal amount hereof, the certificate number of this Note or a description
of this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Trustee not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Trustee by such fifth Business Day. Exercise of
such repayment option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or the Stated Maturity (or any
earlier redemption or repayment date), as the case may be. Interest payments
for this Note will be computed and paid on the basis of a 360-day year of
twelve 30-day months.
In the case where the Interest Payment Date or the date of
Maturity does not fall on a Business Day, payment of interest, premium, if any,
or principal otherwise payable on such date need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date or at Maturity, and no interest on such
payment shall accrue as a result of such delayed payment.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness
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of the Issuer, subject to certain statutory exceptions in the event of
liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $100,000 and any integral
multiple of U.S. $1,000 in excess thereof.
______________________________ has been appointed registrar for
the Notes, and the Trustee will maintain at its office in ___________________, a
register for the registration and transfer of Notes. As provided in the
Indenture and subject to certain limitations set forth therein and as may be
set forth on the face hereof, this Note may be transferred at the aforesaid
office of the Trustee by surrendering this Note for cancellation, accompanied
by a written instrument of transfer in form satisfactory to the Trustee and
duly executed by the registered Holder hereof in person or by the Holder's
attorney duly authorized in writing, and thereupon the Trustee shall issue in
the name of the transferee or transferees, in exchange herefor, a new Note or
Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein. Notes are exchangeable at said office for other
Notes of other authorized denominations of equal aggregate principal amount
having identical terms and provisions. All such exchanges and transfers of
Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Trustee and executed by the registered Holder in person or by the Holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Unless otherwise specified on the face hereof, if any Original
Issue Discount Note (as defined below) is redeemed by the Issuer or repaid at
the option of the Holder, each as described above, or if the principal of any
Original Issue Discount Note is declared to be due and payable immediately
pursuant to this paragraph, the amount of principal due and payable with
respect to this Note shall be limited to the aggregate principal amount of this
Note multiplied by the sum of Issue Price (expressed as a percentage of the
aggregate principal amount) plus the original issue discount amortized from the
date of issue to the date of redemption, repayment or declaration, as
applicable, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted
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accounting principles in effect on the date of redemption, repayment or
declaration). Unless otherwise specified on the face hereof, an Original Issue
Discount Note is a Note which has a principal amount payable on the Stated
Maturity that exceeds its Issue Price by at least 0.25% of its principal amount
payable on the Stated Maturity, multiplied by the number of complete years from
the Original Issue Date to the Stated Maturity for this Note.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in
principal amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes of each series at the
time Outstanding on behalf of the Holders of all Notes of such series, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
Each of the defeasance and covenant defeasance provisions of
Article Thirteen of the Indenture shall apply to this Note.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the City of
___________________, and an office or agency in said City of ________________
for the registration, transfer and exchange as aforesaid of the Notes. The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an
agency, the Issuer shall keep the Trustee advised of the names and locations of
such agencies, if any are so designated.
No provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered Holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder in whose name this Note is
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registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Trustee or any such agent shall be
affected by notice to the contrary.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in
the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription 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 entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT- Custodian
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(Cust) (Minor)
Under Uniform Gifts to Minors Act
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(State)
Additional abbreviations may also be used though not in the
above list.
________________
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
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the within Note and all rights thereunder, hereby irrevocably
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constituting and appointing such person attorney to transfer
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such note on the books of the Issuer, with full power of
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substitution in the premises.
Dated:
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NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within Note in every
particular without alteration or
enlargement or any change whatsoever.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
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(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 not be less than the minimum authorized denomination) 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): ___________________________.
Dated:
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NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement.
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