EXHIBIT 4.4
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY 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 DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
TEXAS INSTRUMENTS INCORPORATED
[ ]% Subordinated Note due [ ]
No. [ ] CUSIP No.: [ ]
$[ ]
TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation
("Company", which term includes any successor corporation), for value received
promises to pay to [CEDE & CO.] or registered assigns, the principal sum of [ ]
on [ ].
Interest Payment Dates: [ ] and [ ] (each,
an "Interest Payment Date"), commencing on [ ].
Interest Record Dates: [ ] and [ ] (each,
an "Interest Record Date").
Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.
IN WITNESS WHEREOF, the Company has caused this Security to
be signed manually or by facsimile by its duly authorized officer.
TEXAS INSTRUMENTS INCORPORATED
By: _________________________________
Name:
Title:
Attest: _________________________
Name:
Title:
This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.
Dated: [ ] o,
as Trustee
By: _______________________________
Authorized Signatory
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(REVERSE OF SECURITY)
TEXAS INSTRUMENTS INCORPORATED
[ ] Subordinated Note due [ ]
1. Interest.
TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. Cash interest on the Securities will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from [ ]. The Company will pay interest [semi-annually] in
arrears on each Interest Payment Date, commencing [ ]. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal from time
to time on demand at the rate borne by the Securities and on overdue
installments of interest (without regard to any applicable grace periods) to
the extent lawful.
2. Method of Payment.
The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date notwithstanding any transfer or exchange of such Security
subsequent to such Interest Record Date and prior to such Interest Payment
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts ("U.S. Legal Tender"). However, the Company may pay principal and
interest by wire transfer of Federal funds (provided that the Paying Agent
shall have received written wire instructions by no later than the Interest
Record Date for such Interest Payment Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's registered address.
3. Paying Agent.
Initially, Chase Bank of Texas, National Association (the
"Trustee") will act as Paying Agent. The Company may change any Paying Agent
without notice to the Holders.
4. Indenture.
The Company issued the Securities under an Indenture, dated
as of December 16, 1999 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa- 77bbbb) (the "TIA"), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Securities are subject to all such terms, and holders of Securities
are referred to the Indenture and the TIA for a statement of them. The
Securities are general obligations of the Company limited in aggregate
principal amount to $[ ].
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5. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Company may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Company need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any Security being redeemed in part.
6. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the
owner of it for all purposes.
7. Unclaimed Funds.
If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.
8. Legal Defeasance.
The Company may be discharged from its obligations under the
Securities and under the Indenture with respect to the Securities except for
certain provisions thereof upon satisfaction of certain conditions specified in
the Indenture.
9. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the
provision of the Indenture relating to the Securities may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding, and any existing
Default or Event of Default or compliance with certain provisions may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the Securities then outstanding. Without notice to or consent of any Holder,
the parties thereto may amend or supplement the Indenture and the Securities
to, among other things, cure any ambiguity, defect or inconsistency, or make
any other change that does not materially and adversely affect the rights of
any Holder of a Security.
10. Restrictive Covenant.
The Indenture contains a covenant that limits the ability of
the Company to merge or sell all or substantially all of its assets.
11. Defaults and Remedies.
If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all of the Securities to be due and payable immediately
in the manner and with the effect provided in the Indenture. Holders of
Securities may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee
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may withhold from Holders of Securities notice of certain continuing Defaults
or Events of Default if it determines that withholding notice is in their
interest.
12. Subordination.
Reference is made to the Indenture, including, without
limitation, provisions subordinating the payment of principal of and premium,
if any, and interest on the Securities to the prior payment in full of all
Senior Indebtedness as defined in the Indenture.
13. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company as if it were not the Trustee.
14. No Recourse Against Others.
No stockholder, director, officer, or incorporator, as such,
of the Company or any of its successors shall have any liability for any
obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
the issuance of the Securities.
15. Authentication.
This Security shall not be valid until the Trustee manually
signs the certificate of authentication on this Security.
16. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder
of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
17. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.
18. Governing Law.
The laws of the State of New York shall govern the Indenture
and this Security thereof without regard to principles of conflicts of laws.
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ASSIGNMENT FORM
I or we assign and transfer this Security to
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(Print or type name, address and zip code of assignee or transferee)
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(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint
___________________________________________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.
Dated: __________________________ Signed: _____________________________
(Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _________________________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
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