EXHIBIT 4.2
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN
THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE
AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE 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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE
ISSUER OR TO ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
PENTAIR, INC.
_____% Senior Notes due ____
No. R- $ __________
CUSIP NO.
____________
Pentair, Inc., a corporation duly organized and
existing under the laws of Minnesota (herein called the
"company", which term includes any successor Person
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 _______, 20__, and to pay
interest thereon from ______________or from the most
recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on
_______ and ________ in each year, commencing
______________, at the rate of _____% per annum, until
the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date
will, as provided in such 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,
which shall be the ________ or ____________ (whether or
not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith
cease to be payable to the 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 holders of Notes of this series not
less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any)
and interest on this Note will be made to the Depositary
or its nominee, as the case may be, as the sole registered
owner and the sole Holder of the Global Security for all
purposes under the Indenture, 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.
The Notes of this series are subject to redemption
prior to the Stated Maturity as described below.
Reference is hereby made to the further provisions
of this Note set forth below, which further provisions
shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee
referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated:
PENTAIR, INC.
By:
Name:
Title:
Attest:
Name:
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein and issued
pursuant to the within-mentioned
Indenture.
Dated:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
Pentair, Inc.
______% Senior Notes due _____
This Note is one of a duly authorized issue of
Securities of the Company (herein called the "Notes"),
issued and to be issued in one or more series under an
Indenture, dated as of June 1, 1999 (herein called the
"Indenture"), between the Company and U.S. Bank Trust
National Association, as Trustee (herein called 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
Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered. This Note is
one of the series designated above, limited in
aggregate principal amount to $___________. By the
terms of the Indenture, additional Securities of other
separate series, which may vary as to date, amount,
Stated Maturity, interest rate or method of calculating
the interest rate and in other respects as therein
provided, may be issued in an unlimited principal
amount.
This Note is redeemable, in whole or in part, at the
Company's option, at any time at a redemption price
equal to the greater of:
C 100% of the principal amount of this Note; or
C as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining
scheduled payments of principal and interest hereon
(not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate plus 25 basis points, plus, in
each case, accrued interest hereon to the date of
redemption.
"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States
Treasury security selected by a Quotation Agent as
having a maturity comparable to the remaining term of
the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary
financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining
term of such Notes.
"Quotation Agent" means the Reference Treasury
Dealer appointed by the Trustee after consultation with
the Company.
"Reference Treasury Dealer" means:
C ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and its respective
successors; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary
Treasury Dealer; and
C any other Primary Treasury Dealer selected by the
Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to
any redemption date:
C the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer
Quotations; or
C if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of
all such Quotations.
"Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption
date.
Notice of any redemption will be mailed at least 30
days but not more than 60 days before the redemption
date to each Holder of the Notes to be redeemed at each
such Holder's address appearing on the Security
Register.
Unless the Company defaults in payment of the
redemption price, on and after the redemption date,
interest will cease to accrue on the Notes or portions
thereof called for redemption.
In the event of redemption of this Note in part
only, a new Note or Notes of this series and of like
tenor or an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof, and, in the event
of transfer or exchange, a new Note or Notes of this
series and of like tenor and for a like aggregate
principal amount will be issued to the Holder, in the
case of exchange, or the designated transferee or
transferees, in the case of transfer.
This Note is not entitled to the benefit of any
sinking fund.
If an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal of
the Notes of this series may (subject to the conditions
set forth in the Indenture) be declared due and payable
in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at
any time of the Company's obligations in respect of (i)
the entire indebtedness of this Note or (ii) certain
restrictive covenants with respect to this Note, in
each case upon compliance with certain conditions set
forth therein.
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 under the Indenture at
any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the
time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of
any Securities at the time Outstanding. 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 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
hereof or in lieu hereof, whether or not 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
times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at
the office or agency of the Company in any place where
the principal of (and premium, if any) and interest on
this Note are payable, 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 such Holder's
attorney duly authorized in writing, and thereupon one
or more new Notes of this series, of like tenor and of
authorized denominations and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.
The Notes of this series are issuable only in
registered form without coupons in denominations of
$1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a
like aggregate principal amount of Notes of this series
and of like tenor of a different authorized
denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such
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 in the
Security Register 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.
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.
______________________
_________________________________
ABBREVIATIONS
The following abbreviations, when used in this
instrument, shall be construed as though they were
written out in full according to applicable laws or
regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN
ACT _______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
_______________________
(State)
Additional abbreviations may be used though not in the
above list.
_________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto _____
_______________________________________________________
___________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE ___________________
(Name and address of assignee, including zip code,
must be printed or typewritten)
the within Note, and all rights thereunder, hereby
irrevocably constituting and appointing
Attorney to transfer said Note on the books of the
within Company, with full power of substitution in the
premises
Dated _______________
SIGNATURE GUARANTEE: Signatures must be guaranteed
by an "eligible institution" meeting the requirements
of the Security Registrar, which requirements include
membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.