Exhibit 4(f)
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE “ TOTAL
AMOUNT OF OID ”, “ YIELD TO MATURITY ”
AND “ INITIAL ACCRUAL PERIOD OID ” (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT (“ OID ”)
RULES.
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REGISTERED No. FLR-
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CUSIP No.:
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PRINCIPAL AMOUNT:
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BOEING CAPITAL
CORPORATION
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MEDIUM-TERM
INTERNOTE
(Floating Rate)
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ISSUE
PRICE:
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INTEREST RATE BASIS:
LIBOR
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ORIGINAL ISSUE
DATE:
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STATED MATURITY
DATE:
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INDEX
MATURITY:
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INITIAL
INTEREST RATE: %
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INITIAL
INTEREST RESET DATE:
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SPREAD (PLUS OR
MINUS):
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MINIMUM
INTEREST RATE: %
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INTEREST
PAYMENT DATE(S):
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SPREAD
MULTIPLIER:
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MAXIMUM
INTEREST RATE: %
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INTEREST RESET
DATE(S):
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INITIAL
REDEMPTION DATE:
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INITIAL
REDEMPTION PERCENTAGE: %
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ANNUAL
REDEMPTION PERCENTAGE REDUCTION: %
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OPTIONAL
REPAYMENT DATE(S):
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INTEREST
DETERMINATION DATE:
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CALCULATION
DATE:
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CALCULATION
AGENT (if other than Deutsche Bank Trust Company
Americas):
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TOTAL AMOUNT OF
OID:
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INITIAL ACCRUAL
PERIOD OID:
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YIELD TO
MATURITY:
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SURVIVOR
OPTION:
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AUTHORIZED
DENOMINATION:
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¨ Yes (if yes, the attached
Survivor’s Option Rider is incorporated into this
Note)
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¨ $1,000 and integral multiples
thereof
¨
Other:
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ADDENDUM
ATTACHED
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OTHER/ADDITIONAL PROVISIONS:
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¨ Yes
¨
No
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2
Boeing Capital 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 Amount
stated above on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse
hereof, or any earlier date of acceleration of maturity) (each such
date being hereinafter referred to as the “Maturity
Date” with respect to the principal repayable on such date)
and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at the Initial
Interest Rate per annum specified above until the Initial Interest
Reset Date specified above and thereafter at a rate determined in
accordance with the provisions specified above and on the reverse
hereof with respect to the Interest Rate Basis specified above,
until the principal hereof is paid or duly made available for
payment. The Company will pay interest in arrears on each Interest
Payment Date (as defined below), if any, commencing with the first
Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided ,
however , that if the Original Issue 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 next succeeding the Original Issue Date to
the registered holder (the “Holder”) of this Note on
the Record Date with respect to such second Interest Payment Date.
The Interest Payment Dates in the case of a floating-rate note with
an interest reset date that resets:
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daily, weekly or monthly-on a
date that occurs in each month, as specified on the face
hereof;
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•
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quarterly-on a date that occurs
in each third month, as specified on the face hereof;
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•
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semi-annually-on a date that
occurs in each of two months of each year, as specified on the face
hereof; and
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annually-on a date that occurs in
one month of each year, as specified on the face hereof (each, an
“Interest Payment Date”).
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Interest on this Note will accrue
from, and including, the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for (or from,
and including, the Original Issue Date if no interest has been paid
or duly provided for) to, but excluding, the applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an
“Interest Period”). 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, as defined on the reverse hereof) is registered at the close
of business on the fifteenth day (whether or not a Business Day, as
defined below) preceding such Interest Payment Date (the
“Record Date”); provided , however , that
interest payable on the Maturity Date will be payable to the person
to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided
for on any Interest Payment Date other than the Maturity Date
(“Defaulted Interest”) shall forthwith cease to be
payable to the Holder
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on the close of business on any Record Date and,
instead, shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the
“Special Record Date”) for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred
to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record
Date or may be paid at any time in any other lawful manner, all as
more fully provided for in the Indenture.
Payment of principal, premium, if
any, and interest in respect of this Note due on the Maturity Date
will be made in immediately available funds upon presentation and
surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of instructions as
contemplated on the reverse hereof) at the office or agency
maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, currently the office of the
Trustee located at 60 Wall Street, 27 th Floor, New York, NY 10005, or at such other
paying agency in the Borough of Manhattan, The City of New York, as
the Company may determine. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at
the option of the Company, by check mailed to the address of the
person entitled thereto as such address shall appear in the Note
Register maintained by the Trustee; provided ,
however , that a Holder of U.S.$10,000,000 or more in
aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments on such Interest Payment Date by wire transfer of
immediately available funds if such Holder has delivered
appropriate wire transfer instructions in writing to the Trustee
not less than 15 calendar days prior to such Interest Payment Date.
Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such Holder.
If any Interest Payment Date other
than the Maturity Date falls on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or interest
shall be made on the next succeeding Business Day and interest
shall accrue with respect to such payment for the period from and
after such Interest Payment Date to the date of such payment on the
next succeeding Business Day, except that, if this is LIBOR note,
if that Business Day would fall in the next calendar month, the
Interest Payment Date will be the immediately preceding Business
Day. If the Maturity Date falls on a day that is not a Business
Day, the payment of principal and interest shall be made on the
next succeeding Business Day with the same force and effect as if
made on the date such payment was due, and no interest shall accrue
with respect to such payment for the period from and after the
Maturity Date to the date of such payment on the next succeeding
Business Day.
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 commercial banks are
authorized or required by law, regulation or executive order to
close in The City of New York.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof
and, if so specified on the face hereof, in an Addendum hereto,
which further provisions shall have the same force and effect as if
set forth on the face hereof.
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Notwithstanding the foregoing, if an
Addendum is attached hereto or “Other/Additional
Provisions” apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
“Other/Additional Provisions”.
Unless the Certificate of
Authentication hereon has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed by one of its duly authorized
officers.
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BOEING
CAPITAL CORPORATION
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By
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Name:
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Title:
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Attest:
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By
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Name:
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Title:
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Dated:
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
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This is one of
the Debt Securities of the series designated therein referred to in
the within-mentioned Indenture.
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
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By
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Authorized Signatory
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[REVERSE OF NOTE]
BOEING CAPITAL
CORPORATION
MEDIUM-TERM
INTERNOTE
(Floating Rate)
This Note is one of a duly
authorized series of Debt Securities (the “Debt
Securities”) of the Company issued and to be issued under an
Indenture for the issuance of unsubordinated debentures, notes or
other evidences of indebtedness, dated as of August 31, 2000,
as amended, modified or supplemented from time to time (the
“Indenture”), between the Company and Deutsche Bank
Trust Company Americas (formerly Bankers Trust Company), 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
thereunder of the Company, the Trustee and the Holders of the Debt
Securities, and of the terms upon which the Debt Securities are,
and are to be, authenticated and delivered. This Note is one of the
series of Debt Securities designated as “Boeing Capital
Corporation InterNotes ® ” (the “Notes”). All terms
used but not defined in this Note or in an Addendum hereto shall
have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.
This Note is issuable only in
registered form without coupons in minimum denominations of U.S.
$1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.
This Note will not be subject to any
sinking fund and, unless otherwise specified on the face hereof in
accordance with the provisions of the following two paragraphs,
will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to
redemption at the option of the Company on any date on or after the
Initial Redemption Date, if any, specified on the face hereof, in
whole or from time to time in part in increments of U.S. $1,000 or
other integral multiple of an Authorized Denomination (provided
that any remaining principal amount hereof shall be at least U.S.
$1,000 or such other minimum Authorized Denomination), at the
Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the
“Redemption Date”), on written notice given to the
Holder hereof (in accordance with the provisions of the Indenture)
not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The “Redemption Price” shall be the
Initial Redemption Percentage specified on the face hereof (as
adjusted by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof as set forth below) multiplied by the
unpaid principal amount of this Note to be redeemed. The Initial
Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any,
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InterNotes is a registered
servicemark of Incapital Holdings LLC
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until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this
Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms and provisions
as this Note shall be issued by the Company in the name of the
Holder hereof upon the presentation and surrender
hereof.
This Note will be subject to
repayment by the Company at the option of the Holder hereof on the
Optional Repayment Date(s), if any, specified on the face hereof,
in whole or in part in increments of U.S. $1,000 or other integral
multiple of an Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such other
minimum Authorized Denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with
unpaid interest accrued thereon to the date fixed for repayment
(the “Repayment Date”). For this Note to be repaid, the
Trustee must receive at its corporate trust office not more than 60
nor less than 30 calendar days prior to the Repayment Date, such
Note and instructions to such effect forwarded by the Holder
hereof. 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 of like tenor for the unrepaid portion hereof
and otherwise having the same terms and provisions as this Note
shall be issued by the Company in the name of the Holder hereof
upon the presentation and surrender hereof.
If this Note is specified on the
face hereof to be a Discount Note, the amount payable to the Holder
of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to the sum of (1) the Issue Price
specified on the face hereof (increased by any accruals of the
Discount, as defined below) and, in the event of any redemption of
this Note (if applicable), multiplied by the Initial Redemption
Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest accrued
thereon to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference
between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the
“Discount”.
For purposes of determining the
amount of Discount that has accrued as of any Redemption Date,
Repayment Date or date of acceleration of maturity of this Note,
such Discount will be accrued so as to cause the yield on the Note
to be constant. The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that,
except for the Initial Period (as defined below), corresponds to
the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period) and an assumption that the
maturity of this Note will not be accelerated. If the period from
the Original Issue Date to the initial Interest Payment Date (the
“Initial Period”) is shorter than the compounding
period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be
divided into a regular compounding period and a short period, with
the short period being treated as provided in the preceding
sentence.
The specific terms of each floating
rate note, including the initial interest rate in effect until the
first interest reset date, will be specified on the face hereof.
Thereafter, the interest rate will be determined by reference to
the specified interest rate basis or
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formula, plus or minus the spread, if any, or
multiplied by the spread multiplier, if any. The
“spread” is the number of basis points specify on face
of this note to be added to or subtracted from the base rate. The
“spread multiplier” is the percentage we specify on the
face of this Note by which the base rate is multiplied in order to
calculate the applicable interest rate.
Interest Reset Dates. The interest
rate of this Note will be reset daily, weekly, monthly, quarterly,
semi-annually or annually, as specified on the face hereof. The
period during which an interest rate is effective is referred to as
an “Interest Period”, and the first day of each
interest period is an “Interest Reset Date.” The
Interest Reset Dates are set forth on the face hereof.
If any Interest Reset Date for this
Note falls on a day that is not a Business Day for this Note, the
Interest Reset Date for this Note will be the next day that is a
Business Day for this Note. However, in the case of a LIBOR note,
if the next Business Day is in the next succeeding calendar month,
the Interest Reset Date will be the immediately preceding Business
Day.
Unless otherwise specified in the
applicable pricing supplement, the “Interest Determination
Date” for an Interest Reset Date will be:
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If the Interest Rate Basis set
forth on the face hereof is the federal funds rate or the prime
rate, the Business Day immediately preceding the Interest Reset
Date;
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If the Interest Rate Basis set
forth on the face hereof is LIBOR, the second London Banking Day
immediately preceding the Interest Reset Date;
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If the Interest Rate Basis set
forth on the face hereof is the Treasury Rate, the day of the week
in which the Interest Reset Date falls on which Treasury bills, as
defined below, of the applicable Index Maturity would normally be
auctioned; and
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for a Note for which the interest
rate is determined by reference to two or more base rates, the
Interest Determination Date will be the most recent Business Day
that is at least two Business Days prior to the applicable Interest
Reset Date for the floating-rate note on which each applicable base
rate is determinable.
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The “Index Maturity” set
forth on the face of this Note is the period to maturity of the
instrument for which the interest rate basis is calculated. A
“London Banking Day” means any day on which commercial
banks are open for business (including dealings in U.S. dollars) in
London, England.
Treasury bills usually are sold at
auction on Monday of each week, unless that day is a legal holiday,
in which case the auction usually is held on the following Tuesday,
except that the auction may be held on the preceding Friday. If, as
a result of a legal holiday, an auction is held on the preceding
Friday, that preceding Friday will be the Interest Determination
Date pertaining to the Interest Reset Date occurring in the next
succeeding week. The treasury rate will be determined as of that
date, and the applicable interest rate will take effect on the
applicable Interest Reset Date.
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Unless otherwise specified on the
face hereof, the calculation date for any Interest Determination
Date will be the date by which the Calculation Agent computes the
amount of interest owed on this Note for the related Interest
Period (the “Calculation Date”). Unless otherwise
specified on the face hereof, the Calculation Date will be the
earlier of:
(1) the tenth calendar day after the
related Interest Determination Date or, if that day is not a
Business Day, the next succeeding Business Day, or
(2) the Business Day immediately
preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.
The Calculation Agent will determine
the interest rate for the applicable Interest Period and will
calculate the amount of interest accrued during each Interest
Period. Accrued interest shall be calculated by multiplying the
principal amount of this Note by an accrued interest factor. This
accrued interest factor is the sum of the interest factors
calculated for each day in the period for which accrued
in
