Exhibit 4.5
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED
TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE
COMPANY, THE GUARANTORS NAMED THEREIN AND THE INITIAL PURCHASER (AS DEFINED
THEREIN), DATED AUGUST 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"). GENERAL
DYNAMICS CORPORATION WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT
TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFER IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
No._____________ CUSIP No._____________
GENERAL DYNAMICS CORPORATION FLOATING RATE
NOTE DUE SEPTEMBER 1, 2004
GENERAL DYNAMICS CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of _______________ Dollars
($_______ ) on September 1, 2004 (the "Stated Maturity Date"), and to pay
interest on said principal sum from ________ 1, 200_ with respect to each
Interest Period at a rate per annum equal to the Rate of Interest for such
Interest Period. Interest on the Notes shall be payable quarterly in arrears on
December 1, March 1, June 1 and September 1, commencing on _____ 1, 2002 (each,
an "Interest Payment Date"); provided, however, that if an Interest Payment Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall be the next succeeding Business Day but no additional interest shall be
paid in respect of such intervening period).
The interest payable on each Interest Payment Date shall be the
amount of interest accrued from ________ 1, 200_ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding such Interest Payment Date (whether or not
such Interest Payment Date is a Business Day) or the date on which the principal
amount of the Notes has been paid or duly provided for.
The interest payable on any Note which is punctually paid or
duly provided for on any Interest Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on November 15,
February 15, May 15 or August 15 (in each case, whether or not a Business Day),
respectively, immediately preceding such Interest Payment Date. Interest payable
on any Note which is not punctually paid or duly provided for on any Interest
Payment Date therefor shall be paid in the manner specified in the Indenture.
The rate of interest shall be determined in accordance with the
following provisions (the rate of interest so determined being referred to in
this Note as the "Rate of Interest"):
(a) At approximately 11:00 a.m. (London time) on the
second day on which commercial banks are open for business, including
dealings in deposits in U.S. dollars in London (or, for purposes of
paragraph (c) below, New York), prior to the commencement of the
Interest Period (as defined below) for which such rate will apply (each
such day an "Interest Determination Date"), commencing with respect to
the Interest Period that starts on ________ 1, 200_, The Bank of New
York, as the calculation agent, or its successors in this capacity
(the "Calculation Agent") will calculate the Rate of Interest for such
Interest Period at, subject to the provisions described below, the rate
per annum equal to 0.22% above the rate appearing on the Bridge's
Telerate Page 3750 (or such other page as may replace that page on the
Bridge's Telerate Service or, if such service is not available, such
other service as may be selected by the Calculation Agent as the
information vendor for the purpose of displaying the official British
Bankers Association LIBOR Fixing) for three-month U.S. dollar deposits
in the London inter-bank market on such Interest Determination Date. The
period beginning on, and including, ________ 1, 200_, and ending on, but
excluding, _____ 1, 2002 and each successive period beginning on, and
including, an Interest Payment Date and ending on, but excluding the
next succeeding Interest Payment Date is herein called an "Interest
Period." All percentages resulting from any calculation on the Notes
shall be rounded to the nearest one-hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards.
All dollar amounts used in or resulting from such calculation on the
Notes shall be rounded to the nearest cent, with one-half cent being
rounded upward.
(b) If on any Interest Determination Date an appropriate
rate cannot be determined from the Bridge's Telerate Service or such
other service as specified in (a) above, the Rate of Interest for the
next Interest Period shall, subject to the provisions described below,
be the rate per annum that the Calculation Agent certifies to be 0.22%
per annum above the arithmetic mean of the offered quotations, as
communicated to and at the request of the Calculation Agent by not less
than two major banks in London, after requesting such quotations from
not less than four major banks in London, selected by the Calculation
Agent (the "Reference Banks," which term shall include any successors
nominated by the Calculation Agent), to leading banks in London by the
principal London offices of the Reference Banks for three-month U.S.
dollar deposits, in amounts of not less than $1,000,000, in the London
inter-bank market as of 11:00 a.m. (London time) on such Interest
Determination Date.
(c) If on any Interest Determination Date fewer than two
of such offered rates are available, the Rate of Interest for the next
Interest Period shall be the Reserve Interest Rate. The "Reserve
Interest Rate" refers to the rate per annum which the Calculation Agent
determines to be 0.22% per annum above either:
(i) The arithmetic mean of the U.S. dollar offered
rates which at least two New York City banks selected by the
Calculation Agent are or were quoting, on the relevant Interest
Determination Date, for three-month deposits in amounts of not
less than $1,000,000 to the Reference Banks or those of them
(being at least two in number) to which such quotations are or
were, in the opinion of the Calculation Agent, being so made; or
(ii) In the event that the Calculation Agent can
determine no such arithmetic mean, the arithmetic mean of the
U.S. dollar offered rates which at least two New York City banks
selected by the Calculation Agent are or were quoting on such
Interest Determination Date to leading European banks for a
period of three months in amounts of not less than $1,000,000;
provided, however, that if the banks selected as aforesaid by the Calculation
Agent are not quoting as mentioned above, the Rate of Interest shall be the
Rate of Interest in effect for the last preceding Interest Period to which (a)
or (b) above shall have applied.
The Calculation Agent shall, as soon as practicable after 11:00
a.m. (London time) on each Interest Determination Date, determine the Rate of
Interest and calculate the amount of interest payable in respect of the
following Interest Period (the "Interest Amount"). The Interest Amount shall be
calculated by applying the Rate of Interest to the principal amount of each Note
outstanding at the commencement of the Interest Period, multiplying each such
amount by the actual number of days in the Interest Period concerned (which
actual number of days shall include the first day but exclude the last day of
such Interest Period) divided by 360 and rounding the resultant figure upwards
to the nearest cent. The determination of the Rate of Interest and the Interest
Amount by the Calculation Agent shall (in the absence of willful misconduct, bad
faith or gross negligence) be final and binding on all parties. Notwithstanding
anything herein to the contrary, the rate of interest on the Notes shall 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 Company shall provide that, so long as any of the Notes
remain outstanding, there shall at all times be a Calculation Agent for the
purpose of the Notes. In the event of the Calculation Agent being unable or
unwilling to continue to act as the Calculation Agent or in the case of the
Calculation Agent failing duly to establish the Rate of Interest for any
Interest Period, the Company shall appoint another leading bank engaged in the
London inter-bank market to act as such in its place. The Calculation Agent may
not resign its duties without a successor having been appointed as aforesaid.
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of
interest on the Notes, whether by the Reference Banks (or any of them) or the
Calculation Agent, shall (in the absence of willful misconduct, bad faith or
gross negligence) be binding on the Company, the Calculation Agent and all of
the Holders and no liability shall (in the absence of willful misconduct, bad
faith or gross negligence) attach to the Calculation Agent in connection with
the exercise or non-exercise by it of its powers, duties and discretions.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed on this [______] day of [____________] , 2002.
GENERAL DYNAMICS CORPORATION
By:
______________________
Name:
Title:
Attest:
By:
______________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Dated:
____________________________
The Bank of New York, as Trustee
By:
______________________________
Authorized Signatory
REVERSE OF NOTE
This Note is one of a duly authorized series of securities of
the Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of August 27, 2001, duly executed and delivered by and
among the Company, the Guarantors and The Bank of New York as Trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
August 27, 2001, by and among the Company, the Guarantors and the Trustee (the
Indenture, as so supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company, the Guarantors and the Holders of the Notes. By the
terms of the Indenture, the Notes are issuable in series that may vary as to
amount, date of maturity, rate of interest and in other respects as provided in
the Indenture. This series of Notes is offered in aggregate principal amount as
specified in said First Supplemental Indenture.
The Company shall have the right but not the obligation to
redeem this Note at the option of the Company, without premium or penalty, in
whole or in part (an "Optional Redemption"), beginning after September 1, 2002,
at a redemption price equal to the accrued and unpaid interest on the Notes so
redeemed to, but excluding, the date fixed for redemption, plus 100% of the
principal amount thereof (the "Optional Redemption Price").
Any redemption pursuant to the preceding paragraph will be made
upon not less than 30 nor more than 60 days' prior notice before the Redemption
Date to the Holders, at the Optional Redemption Price. If the Notes are only
partially redeemed pursuant to an Optional Redemption, the Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided, that if at the time of redemption the Notes are registered as Global
Notes, the Depository shall determine, in accordance with its procedures, the
principal amount of such Notes held by each Holder of Notes to be redeemed. The
Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on
the Redemption Date or such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to pay the
Optional Redemption Price by 10:00 a.m., New York time, on the date such
Optional Redemption Price is to be paid.
In the event of redemption of this Note in part only, a new Note
or Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the Holder
of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the
Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Note then outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Notes of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Notes of
such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture
with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the Notes
of such series. Any such consent or waiver by the registered Holder (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange therefore or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.
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 premium, if
any, and interest on this Note at the time and place and at the rate and in the
money herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and the Security Registrar may
deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by
anyone other than the Security Registrar) for the purpose of receiving payment
of or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Security Registrar shall be affected by any notice to
the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or any Guarantor or of any predecessor or 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
issuance hereof, expressly waived and released.
The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
This Global Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. As provided in the Indenture
and subject to certain limitations herein and therein set forth, Notes of this
series so issued are exchangeable for a like aggregate principal amount of Notes
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
TRANSFER NOTICE
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 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.
By:
__________________________
Date:
________________________
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Date of Amount of Amount of Principal Signature of
Exchange Decrease in Increase in Amount of this Authorized
Principal Principal Global Note Signatory of
Amount of this Amount of this Following such Trustee
Global Note Global Note Decrease or
Increase
_____________ _______________ _______________ _______________ ________________
_____________ _______________ _______________ _______________ ________________