[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Security is a Global Note and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), 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 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 GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A 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.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
--------------
No. FLR $
--- ---------------
FRANKLIN RESOURCES, INC.
MEDIUM-TERM NOTE
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE
DATE: STATED MATURITY:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT
DATES:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET
DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION
DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to
.
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to
.
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the
period
Fixed Interest Rate: from to
.
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
3
FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS at the Stated Maturity specified above (except to the
extent redeemed or repaid prior to Stated Maturity), and to pay
interest thereon, at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset
Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and at Stated Maturity or on any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture, being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
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that if the Original Issue Date falls between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment
Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular
Record Date; and provided further, that if an Interest Payment
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Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next
succeeding day that is a Business Day, except that if an
Interest Rate Basis is LIBOR, as indicated above, and such next
Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding day that
is a Business Day. Except as provided above, interest payments
will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" with respect
to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business Day) immediately preceding such
Interest Payment Date. If the Maturity of this Note falls on a
day which is not a Business Day, the payment of principal,
4
premium, if any, and interest due at Maturity will be made on the
next succeeding Business Day with the same force and effect as if
made on such Maturity and no interest shall accrue on the amount
so payable for the period from and after such Maturity. The
interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture. Interest
payable at Maturity will be payable to the Person to whom the
principal hereof shall be payable.
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Payment of the principal of, premium, if any, and interest
on this Note at Maturity will be made in immediately available
funds upon presentation of this Note at the Office or Agency of
the Company maintained by the Company for such purpose, 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. Payment of interest on this Note (other than at Maturity)
will be made at the Office or Agency of the Company maintained by
the Company for such purpose or, at the option of the Company,
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register at
the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date. Notwithstanding
the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of the Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 16 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
5
Unless the certificate of authentication hereon has been
executed by or on behalf of Chemical Bank, the Trustee with
respect to the Notes under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company, which
series of the Securities is limited to an aggregate principal
amount of not more than $300,000,000, (or the equivalent thereof,
determined as of the respective dates of issuance, in any other
currency or currencies), designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of May, __, 1994 (herein called the
"Indenture") between the Company and Chemical Bank, 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 (as defined below) and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered.
Chemical Bank shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture and as set
forth below, the Notes will be issued in global form only,
registered in the name of the Depositary or its nominee and
ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of
the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (a) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this
Global Security and a successor depositary is not appointed by
the Company within 60 days or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that this Global Security shall be
exchangeable for definitive Securities of this series in
registered from or (c) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
6
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to
Stated Maturity.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may
be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000 at the option of the Company at
the applicable Redemption Price (as defined below) together with
accrued interest, if any, hereon at the applicable rate payable
to the date of redemption (each such date, a "Redemption Date"),
on written notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and,
if greater than 100%, shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the
Holder on the Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note is not subject to repayment at the option of the Holder
hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. 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 for the
7
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest
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rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date will be the Initial
Interest Rate, and (ii) unless otherwise specified above,
the interest rate in effect hereon for the 10 calendar days
immediately prior to Maturity shall be that in effect on the
tenth calendar day preceding such Maturity.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below
or in an Addendum hereto, this Note shall bear interest at
the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied
in the manner described above. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest
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rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial
Interest Rate; (ii) unless otherwise specified above, the
interest rate in effect hereon for the 10 calendar days
immediately prior to the Fixed Rate Commencement Date shall
be that in effect on the tenth calendar day preceding the
Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate
Commencement Date to the Maturity shall be the Fixed
Interest Rate, if such a rate is specified above, or if no
such Fixed Interest Rate is so specified, the interest rate
in effect hereon on the Business Day immediately preceding
the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below or in an
8
Addendum hereto, this Note shall bear interest equal to the
Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above; provided, however, that, unless
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otherwise specified above, the interest rate hereon will not
be less than zero percent. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Rate Reset
Date specified above; provided, however, that (i) the
-------- -------
interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate, and (ii) unless otherwise specified
above, the interest rate in effect hereon for the 10
calendar days immediately prior to Maturity shall be that in
effect on the tenth calendar day preceding such Maturity.
Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, this Note shall bear
interest in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which
term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified above is LIBOR and such next
Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date shall be the amount of interest
accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid (or from and
including the Original Issue Date specified above, if no interest
has been paid), to but excluding the related Interest Payment
Date or Maturity, as the case may be; provided, however, that if
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the Interest Rate Reset Period with respect to this Note is daily
or weekly, unless otherwise specified above, interest payable on
any Interest Payment Date will include interest accrued from and
including the Original Issue Date, if no interest has been paid,
9
or from but excluding the last Regular Record Date to which
interest has been paid, as the case may be, to and including the
Regular Record Date next preceding such Interest Payment Date;
and provided further that the interest payments on Maturity will
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include interest accrued to but excluding such Maturity.
Unless otherwise specified above, accrued interest hereon
shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated
for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest
factor for each such day shall be computed and paid on the basis
of a 360-day year of twelve 30-day months if the Day Count
Convention specified above is "30/360" for the period specified
thereunder, or by dividing the interest rate applicable to such
day by 360 if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or by the actual
number of days in the year if the Day Count Convention specified
above is "Actual/Actual" for the period specified thereunder. If
interest on this Note is to be calculated with reference to two
or more Interest Rate Bases as specified above, the interest
factor will be calculated in each period in the same manner as if
only one of the applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest
Determination Date" with respect to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate and the Prime
Rate will be the second Business Day preceding each Interest
Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate will be the last working day
of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as defined below); the
"Interest Determination Date" with respect to LIBOR shall be the
second London Business Day (as defined below) preceding each
Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills
(as defined below) are normally 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 that such auction may be held on
the preceding Friday); provided, however, that if an auction is
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held on the Friday of the week preceding the related Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
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fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following such auction.
If the interest rate of this Note is determined with reference to
two or more Interest Rate Bases as specified above, the Interest
Determination Date pertaining to this Note will be the latest
10
Business Day which is at least two Business Days prior to such
Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined on
such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly
appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g., 9.876545%
(or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or
0.0987654)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise
specified above, any day other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order
to close and, if an Interest Rate Basis shown above is LIBOR, is
also a London Business Day.
As used herein, unless otherwise specified above, "London
Business Day" means any day (a) if the Index Currency is other
than the European Currency Unit ("ECU"), on which dealings in
deposits in such Index Currency are transacted in the London
interbank market or (b) if the Index Currency is the ECU, that is
not designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU
interbank market as a day on which payments on ECUs shall not be
made.
Determination of CD Rate. If an Interest Rate Basis for
------------------------
this Note is the CD Rate, as indicated above, the CD Rate shall
be determined as of the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable certificates of deposit having the Index Maturity
specified above as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
11
such rate is not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then
the CD Rate on such CD Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate 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 certificates of deposit of major
United States money market banks in the market for negotiable
certificates of deposit with a remaining maturity closest to the
Index Maturity designated above in an amount that is
representative for a single transaction in that market at that
time; provided, however, that if any of the dealers selected as
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aforesaid by the Calculation Agent are not quoting mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest
Determination Date shall be the CD Rate in effect on such CD Rate
Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
-------------------------
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined as of the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page 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
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed
on the relevant page, or if not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date shall be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United Sates Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
interest Reset Date as may then be published by either the Board
12
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 formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M. (New York City time) on the CMT
Rate Interest Determination Date reported, according to their
written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five
such 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 the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M. (New York
City time) on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
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 Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate shall be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes shall be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate shall be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the
third preceding sentence have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for the
CMT Rate Note with the shorter remaining term to maturity shall
be used.
"Designated CMT Telerate Page" shall mean the display on the
Dow Jones Telerate Service on the page designated in the
13
applicable Pricing Supplement (or any other page as may replace
such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing
Supplement, the Designated CMT 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 in the applicable Pricing
Supplement with respect to which the CMT Rate shall be
calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2
years.
Determination of Commercial Paper Rate. If an Interest Rate
--------------------------------------
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined as of the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event
that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper Rate
on such Commercial Paper Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if any of the
-------- -------
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest
Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
14
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 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 Eleventh District Cost of Funds Rate. If
-----------------------------------------------------
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), as the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Eleventh District
Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost
of Funds Rate Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently
announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to
announce such rate for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate determined as
of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate
-----------------------------------
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined as of the
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on such date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on
the related Calculation Date such rate is not published in either
15
H.15(519) or Composite Quotations, then the Federal Funds Rate on
such Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of
federal funds transactions in The City of New York selected by
the Calculation Agent prior to 9:00 A.M., New York City time on
such Federal Funds Rate Interest Determination Date; provided,
--------
however, that if any of the brokers selected as aforesaid by the
-------
Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date shall be the Federal Funds Rate in
effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
----------------------
Note is LIBOR, as indicated above, LIBOR will be determined as of
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i) If LIBOR Reuters is specified above as the method
for determining LIBOR, with respect to an Interest
Determination Date relating to this Note (a "LIBOR Interest
Determination Date"), LIBOR will be determined on the basis
of the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be
used) for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business 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 such 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 if LIBOR
Telerate is specified above as the method for determining
LIBOR, or if no other method is specified above as the
method for determining LIBOR, with respect to a LIBOR
Interest Determination Date for this Note, LIBOR will be the
rate for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR
Page specified above as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If no such rate appears,
LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
16
Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity specified above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center,
selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index
maturity specified above and in a principal amount that is
representative for a single transaction in such Index
Currency in such market at such 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 shall be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index 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 Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank
offered rates of major banks for the applicable Index Currency,
or (b) if "LIBOR Telerate" is specified above, the display on the
Dow Jones Telerate Service for the purpose of displaying the
London interbank offered rates of major banks for the applicable
Index Currency.
"Principal Financial Center" will generally be the capital
city of the country for the specified Index Currency, except that
with respect to United States dollars and, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
17
Determination of Prime Rate. If an Interest Rate Basis for
---------------------------
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined as of the applicable Interest Determination
Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior
to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on
the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate
shall be the arithmetic mean of the prime 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 such Prime Rate Interest
Determination Date by three, or two if only two such rates are
quoted, major money center banks in The City of New York selected
by the Calculation Agent. If fewer than two such rates appear on
the Reuters Screen NYMF Page, the Prime Rate will be determined
by the Calculation Agent on the basis of the rates furnished in
The City of New York by three, or two if only two such rates are
quoted, substitute banks or trust companies organized and doing
business under the laws of the United States, or any state
thereof, having total equity capital of at least U.S.$500 million
and being subject to supervision or examination by a Federal or
state authority, selected by the Calculation Agent to provide
such rate or rates; provided, however, that if fewer than two
such substitute banks or trust companies selected as aforesaid
are quoting as mentioned in this sentence, the Prime Rate
determined as of such Prime Rate Interest Determination Date
shall be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
Determination of Treasury Rate. If an Interest Rate Basis
------------------------------
for this Note is the Treasury Rate, as specified above, the
Treasury Rate shall be determined as of the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
18
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if any of
-------- -------
the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Any provision contained herein, including the determination
of an Interest Rate Basis, the specification of an Interest Rate
Basis, calculation of the interest rate applicable to this Note,
its Interest Payment Dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, 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. In
addition to any Maximum Interest Rate applicable hereto pursuant
to the above provisions, the interest rate on this Note will in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general
application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. Unless otherwise specified above, The Chase
Manhattan Bank (National Association) will be the Calculation
Agent.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
19
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the 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
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.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any
such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
20
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note 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 Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall 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 shall have the meanings assigned to them in the
Indenture.
21
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] FRANKLIN RESOURCES, INC.
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-
mentioned Indenture.
CHEMICAL BANK,
as Trustee
By: Dated:
--------------------------- ----------------
Authorized Officer
22
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $1,000 which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $1,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
----------------------
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
23
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
----------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- ------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
24
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
25