EXHIBIT 4.2
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[Face of Note]
MAYTAG CORPORATION
CUSIP NO. _______________ PRINCIPAL AMOUNT: $ ________
REGISTERED NO. FX ___
MEDIUM-TERM NOTE, SERIES E
Due from Nine Months to 30 Years from Date of Issue
If this Note is a Book-Entry Note, the registered owner of this Note (as
indicated below) is The Depository Trust Company (the "Depositary") or a nominee
of the Depositary, and the following legend is applicable: 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 to 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.
The following summary of terms is subject to the information set forth on
the reverse hereof:
ORIGINAL ISSUE DATE: OPTIONAL REDEMPTION: Yes No
INITIAL REDEMPTION DATE:
STATED MATURITY:
INITIAL REDEMPTION PERCENTAGE:
SPECIFIED CURRENCY: United States Dollars ANNUAL PERCENTAGE
Other: ___________ REDEMPTION REDUCTION:
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATIONS
(If other than $1,000 and REDEMPTION PRICE:
integral multiples of $1,000
in excess thereof):
FORM: BOOK-ENTRY
CERTIFICATED
PAYING AGENT (If other OPTION TO ELECT REPAYMENT: Yes No
than the Trustee):
INTEREST RATE: OPTIONAL REPAYMENT DATE(S):
INTEREST PAYMENT DATES: OPTIONAL REPAYMENT PRICE(S)
REGULAR RECORD DATES: OPTIONAL RESET: Yes No
OVERDUE RATE: OPTIONAL RESET DATE[S]
DEPOSITARY: OPTIONAL EXTENSIONS OF
ORIGINAL MATURITY: Yes No
SINKING FUND: YES NO EXTENSION PERIOD:
AMORTIZING NOTE: YES NO NUMBER OF EXTENSION PERIODS:
FINAL MATURITY:
OTHER PROVISIONS:
ANNEX ATTACHED (and Incorporated
by reference herein): Yes No
If this Note was issued with "original issue discount" for purposes of
Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed:
**
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage of
aggregate principal amount):
YES NO
YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID:
**
MAYTAG CORPORATION, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to
___________________________________________________________ or registered
assigns, the principal sum specified above on the Stated Maturity shown above,
and to pay interest thereon from and including the Original Issue Date shown
above or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.
Interest will be paid on the Interest Payment Date or Dates specified
above, commencing with the first such Interest Payment Date next succeeding the
Original Issue Date shown above (except as provided below), at the rate per
annum specified above, until the principal hereof is paid or made available for
payment and on the Stated Maturity, and, if specified above, interest will
accrue on any overdue principal and on any overdue installment of interest (to
the extent such interest is legally enforceable) at the Overdue Rate per annum
specified above. 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 Notes) is
registered in the Security Register at the close of business on the Regular
Record Date specified above next preceding such Interest Payment Date. The first
payment of interest on any Note originally issued between a Regular Record Date
and the next Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date. Except as otherwise provided in the Indenture,
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 Notes) 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 is to be
given to Holders of Notes not less than 10 calendar 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 may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
If this Note is a Book-Entry Note as specified above, while this Note is
represented by one or more Book-Entry Notes registered in the name of the
Depositary or its nominee, the Company will cause payments of principal of,
premium, if any, and interest on such Book-Entry Notes to be made to the
Depositary or its nominee, as the case may be, by wire transfer to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures. If
this Note is a Book-Entry Note as specified above, the following legend is
applicable except as specified on the reverse hereof: THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY 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 OF THE DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR.
If this Note is a certificated Note as specified above, payments of
interest and, if this Note is an Amortizing Note as specified above, principal
on this Note (other than interest, and if this Note is an Amortizing Note,
principal payable at Stated Maturity) will be made by mailing a check to the
Holder at the address of the Holder appearing in the Security Register on the
applicable Regular Record Date. Notwithstanding the foregoing, at the option of
the Company, all payments of interest and, if this is an Amortizing Note,
principal on this Note may be made by wire transfer of immediately available
funds to an account designated by the Holder at a bank located in the United
States.
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but not any tax, assessment or
governmental charge imposed upon the Holder of this Note. If this Note is a
certificated Note as specified above, payment of the principal, premium, if any,
and interest payable at Maturity in respect of this Note will be made in
immediately available funds upon surrender of this Note accompanied by wire
instructions at the Corporate Trust Office of the Trustee in The City of
Chicago, Illinois or the Borough of Manhattan, The City of New York; provided,
that, this Note is presented to the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF OR THE ATTACHED ANNEX, IF ANY, 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 the
Trustee referred to on the reverse hereof, or its successor as Trustee, or its
Authenticating Agent, by manual signature of an authorized signatory, this Note
will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION MAYTAG CORPORATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
By:___________________________
Its:__________________________
BANK ONE, NATIONAL ASSOCIATION, Attest:_______________________
as Trustee Its:__________________________
By:______________________________
Authorized Officer
3
[Reverse of Note]
MAYTAG CORPORATION
MEDIUM-TERM NOTE, SERIES E
SECTION 1. General. 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 15, 1987, as
supplemented from time to time (herein called the "Indenture"), between the
Company and Bank One, National Association, formerly known as The First National
Bank of Chicago, 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 Securities are, and are to be, authenticated and delivered. This Note
is one of the Securities of the series designated on the face hereof. The Notes
may bear different dates, mature at different times, bear interest at different
rates, be subject to different redemption provisions, if any, may be subject to
different sinking funds, purchase or analogous funds, if any, and may otherwise
vary, all as provided in the Indenture.
SECTION 2. Payments. Interest on this Note will be payable on the Interest
Payment Date or Interest Payment Dates as specified on the face hereof
and, in either case, at Maturity.
Unless otherwise specified on the face hereof, payments on this Note with
respect to any Interest Payment Date or Maturity will include interest accrued
from and including the Original Issue Date, or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, to but excluding such Interest Payment Date or Maturity. Interest on this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof. If this Note is an Amortizing Note, a table setting
forth repayment information in respect to this Note will be provided to the
original purchaser hereof and will be available, upon request, to subsequent
Holders.
All percentages resulting from any calculation with respect to 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 being rounded
upward) and all amounts used in or resulting from any such calculation with
respect to this Note will be rounded, in the case of United States dollars, to
the nearest cent or, in the case of a foreign currency, to the nearest unit
(with one-half cent or unit being rounded upwards).
"Business Day" means, unless otherwise specified on the face hereof, any
Monday, Tuesday, Wednesday, Thursday or Friday that in The City of New York is
not a day on which banking institutions are authorized or obligated by law,
regulation or executive order to close (a "Regular Weekday"); provided, however,
that with respect to Notes denominated in a foreign currency, such Regular
Weekday is also not a day on which commercial banks are authorized or obligated
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or, if the
Specified Currency is euro, such Regular Weekday is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open). "Principal Financial Center" means the capital city of the
country issuing the currency in which the Notes are denominated, except that
with respect to United States dollars and euros, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Portuguese escudos, South African rand
and Swiss francs, the "Principal Financial Center" shall be The City of New
York, ▇▇▇▇▇▇ and (solely in the case of the Specified Currency) Melbourne,
Toronto, Frankfurt, Amsterdam, London, Johannesburg and Zurich, respectively. If
the Maturity for this Note falls on a day that is not a Business Day, payment of
principal, premium, if any, and interest to be made on such Regular Weekday with
respect to this Note will be made on the next day that is a Business Day with
the same force and effect as if made on the due date, and no additional interest
will be payable on the date of payment for the period from and after the due
date as a result of such delayed payment.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than United
States dollars, any such amounts so payable by the Company will be converted by
the Exchange Rate Agent specified above into United States dollars for payment
to the Holder of this Note; provided, however, that the Holder of this Note may
elect to receive such amounts in such Specified Currency pursuant to the
provisions set forth below.
If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its Corporate Trust Office located in The City of Chicago, Illinois
or the Borough of Manhattan, The City of New York on or prior to the applicable
Record Date or at least 15 calendar days prior to Maturity, as the case may be.
Such written request may be mailed or hand delivered or sent by cable, telex or
other form of facsimile transmission. The Holder of this Note may elect to
receive all or a specified portion of all future payments in the Specified
Currency in respect of such principal, premium, if any, and/or interest and need
not file a separate election for each
4
payment. Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days
prior to Maturity, as the case may be.
If the Specified Currency is other than United States dollars and if the
Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) on the second Business Day prior to such payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise specified on the face hereof. The
"Market Exchange Rate" for the Specified Currency means the noon dollar buying
rate in The City of New York for cable transfers for the Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars will not constitute an Event of Default
(as defined in the Indenture).
All determinations referred to above made by the Company or its agent
(including the Exchange Rate Agent) shall be at its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and binding on
the Holder of this Note.
SECTION 3. Redemption. This Note will be redeemable at the option of the
Company prior to the Stated Maturity only if an Initial Redemption Date is
specified on the face hereof. If so specified, this Note will be subject to
redemption at the option of the Company on any date on and after such Initial
Redemption Date in whole or from time to time in part in increments of $1,000 or
the minimum denomination, if any, specified on the face hereof (provided, that,
any remaining principal amount hereof shall be at least $1,000 or such minimum
denomination), at the Redemption Price specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of redemption, but
payments due with respect to this Note prior to the date of redemption will be
payable to the Holder of this Note of record at the close of business on the
relevant Regular Record Date specified on the face hereof, all as provided in
the Indenture. The Company may exercise such option by causing the Trustee to
mail a notice of such redemption, at least 30 but not more than 60 calendar days
prior to the date of redemption, in accordance with the provisions of the
Indenture. In the event of redemption of this Note in part only, this Note will
be canceled and a new Note or Notes representing the unredeemed portion hereof
will be issued in the name of the Holder hereof.
SECTION 4. Repayment. If so specified on the face hereof, this Note will be
repayable, in whole or in part, prior to Stated Maturity at the option of the
Holder on the Optional Repayment Date or Dates specified on the face hereof at
the Optional Repayment Price or Prices specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of repayment. In order for
this Note to be repaid prior to Stated Maturity, the Paying Agent must receive
at least 30 but not more than 45 calendar days prior to an Optional Repayment
Date (i) this Note with the form below entitled "Option to Elect Repayment" duly
completed or (ii) a telegram, telex, facsimile transmission or letter (first
class, postage prepaid) from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of this Note,
the principal amount of this Note, the principal amount of this Note to be
repaid, the certificate number or a description of the tenor and terms of this
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Note with such form duly completed must be
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note will be irrevocable, except that a
Holder who has tendered this Note for repayment may revoke such tender for
repayment by written notice to the Paying Agent received prior to the close of
business, on the tenth calendar day prior to the Optional Repayment Date. The
repayment option may be exercised by the Holder of this Note for less than the
entire principal amount of this Note; provided, that, the principal amount of
this Note remaining outstanding after such repayment is an authorized
denomination. Upon such partial repayment this Note will be cancelled and a new
Note or Notes for the remaining principal amount hereof will be issued in the
name of the Holder hereof.
If this Note is a Book-Entry Note as specified on the face hereof, while
this Note is represented by one or more Book-Entry Notes registered in the name
of the Depositary or its nominee, the option for repayment may be exercised by a
participant that has an account with the Depositary, on behalf of the beneficial
owner of this Note, by delivering a written notice substantially similar to the
form below entitled "Option to Elect Repayment" duly completed to the Trustee at
its Corporate Trust Office (or such other address of which the Company will from
time to time notify the Holders), at least 30 but not more than 60 calendar days
prior to an Optional Repayment Date. A notice of election from a participant on
behalf of the beneficial owner of this Note to exercise the option to have this
Note repaid must be received by the Trustee prior to 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by the Trustee on a particular day, the beneficial owner of this
Note must so direct the applicable participant before such participant's
deadline for accepting instructions for that day. Different firms may have
different deadlines for accepting instructions from their customers.
Accordingly, the beneficial owner of this Note should consult the participant
through which such beneficial owner owns its interest herein for the deadline
for such participant. All notices shall be executed by a duly authorized officer
of such participant (with signatures guaranteed) and will be irrevocable. In
addition, the beneficial owner of this Note shall effect delivery at the time
such notice of election is given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in this Note, on the
Depositary's records, to the Trustee.
SECTION 5. Optional Interest Reset. If so specified on the face hereof, the
interest rate specified on the face hereof may be reset by the Company on the
Optional Reset Date or Dates specified on the face hereof. The Company may
exercise such option by notifying the Trustee of such exercise at least 45 but
not more than 60 calendar days prior to an Optional Reset Date. If the Company
so notifies the Trustee of such exercise, not later than 40 calendar days prior
to such Optional Reset Date, the Trustee will send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) to the
Holder of this Note a notice (the "Reset Notice") indicating (I) that the
Company has elected to reset the interest rate, (ii) such new interest rate and
(iii) the provisions, if any, for redemption during the period from such
Optional Reset Date, to the Stated Maturity of this Note (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 calendar days prior to an
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee to send by telegram, telex, facsimile transmission, hand delivery or
letter (first class, postage prepaid) notice of such higher interest rate to the
Holder of this Note. Such notice will be irrevocable. All Notes with respect to
which the interest rate is reset on an Optional Reset Date to a higher interest
rate will bear such higher interest rate, whether or not tendered for repayment
as provided in the next paragraph.
5
If the Company elects prior to an Optional Reset Date to reset the interest
rate of this Note, the Holder of this Note will have the option to elect
repayment of this Note, in whole but not in part, by the Company on such
Optional Reset Date at a price equal to the principal amount hereof plus accrued
and unpaid interest to but excluding such Optional Reset Date. In order for this
Note to be so repaid on an Optional Reset Date, the Holder must follow the
procedures specified under Section 4 for optional repayment, except that the
period for deliver of this Note or notification to the Trustee will be at least
25 but not more than 35 calendar days prior to such Optional Reset Date. If the
Holder has tendered his Note for repayment following receipt of a Reset Notice,
the Holder may revoke such tender for repayment by written notice to the Trustee
received prior to the close of business, on the tenth calendar day prior to such
Optional Reset Date.
SECTION 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity of this Note may be extended at the option of the
Company for one or more periods of one or more years, as specified on the face
hereof (each an "Extension Period"), up to but not beyond the date (the "Final
Maturity") specified on the face hereof. The Company may exercise such option
with respect to this Note by notifying the Trustee of such exercise at least 45
but not more than 60 calendar days prior to the Stated Maturity of this Note in
effect prior to the exercise of such option (the "Original Maturity") or, if the
Maturity of this Note has already been extended, prior to the Maturity then in
effect (an "Extended Maturity"). If the Company so notifies the Trustee of such
exercise, the Trustee will send, not later than 40 calendar days prior to the
Original Maturity or an Extended Maturity (each a "Maturity Date"), by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of this Note a notice (the "Extension Notice") relating
to such Extension Period indicating (i) that the Company has elected to extend
the Original Maturity or Extended Maturity, as applicable, of this Note, (ii)
the new Maturity Date, (iii) the interest rate applicable to such Extension
Period and (iv) the provisions, if any, for redemption during such Extension
Period, including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during such
Extension Period. Upon the Trustee's sending of the Extension Notice, the
Maturity Date of this Note will be extended automatically and, except as
modified by the Extension Notice and as described in the next two paragraphs,
this Note will have the same terms as prior to the sending of such Extension
Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior to the
Maturity Date of this Note which was in effect prior to the mailing of an
Extension Notice, the Company may, at its option, revoke the interest rate
provided for in the Extension Note and establish a higher interest rate for the
Extension Period by causing the Trustee to send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate to the Holder of this Note. Such notice will be
irrevocable. All Notes with respect to which the Maturity Date is extended will
bear such higher interest rate for the Extension Period, whether or not tendered
for repayment as provided in the next paragraph.
If the Company extends the Maturity Date of this Note, the Holder will have
the option to elect repayment of this Note, in whole but not in part by the
Company on the Maturity Date in effect prior to the mailing of the Extension
Notice at a price equal to the principal amount hereof, plus accrued and unpaid
interest to but excluding such date. In order for this Note to be so repaid on
the Maturity Date in effect prior to the mailing of the Extension Notice, the
Holder of this Note must follow the procedures specified under Section 4 for
optional repayment, except that the period for delivery of this Note or
notification to the Trustee will be at least 25 but not more than 35 calendar
days prior to the Maturity Date in effect prior to the mailing of the Extension
Notice. If the Holder has tendered this Note for repayment following receipt of
an Extension Notice, the Holder may revoke such tender for repayment by written
notice to the Trustee received prior to 5:00 p.m., New York City time, on the
tenth calendar day prior to the Maturity Date in effect prior to the mailing of
the Extension Notice.
SECTION 7. Sinking Fund. This Note is not subject to a sinking fund unless
otherwise specified on the face hereof.
SECTION 8. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note as specified on
the face hereof, the amount payable in the event the principal amount hereof is
declared to be due and payable immediately by reason of an Event of Default or
in the event of redemption or repayment hereof prior to the Stated Maturity
hereof, in lieu of the principal amount due at the Stated Maturity hereof, will
be the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. The "Amortized Face Amount" of this
Note will be the amount equal to (a) the principal amount of this Note
multiplied by the Issue Price specified on the face hereof plus (b) the portion
of the difference between the dollar amount determined pursuant to the preceding
clause (a) and the principal amount hereof that has accreted at the Yield to
Maturity specified on the face hereof (computed in accordance with generally
accepted United States bond yield computation principles) to such date of
declaration, redemption or repayment but in no event will the Amortized Face
Amount of this Note exceed its principal amount.
SECTION 9. Events of Default. If any Event of Default with respect to Notes
of this series shall occur and be continuing, the principal of the Notes of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture; provided, however, that notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount so declared to be due and payable will be the Amortized Face Amount of
this Note as of the date of such declaration as specified under Section 8.
SECTION 10. Modification or Waiver; Obligation of the Company Absolute. 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 66K% in principal amount of the Outstanding Securities
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all Securities of such
series, to waive, with respect to the Securities of such series, 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 will 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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture will 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, places and rates herein prescribed.
SECTION 11. Discharge, Legal Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Note and (b) certain restrictive covenants
and the related Events of Default upon compliance by the Company with certain
conditions specified therein, which provisions apply to this Note.
6
SECTION 12. Authorized Denominations. Unless otherwise specified on the
face hereof, the Notes of this series are issuable only in global or
certificated 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 specified and to the limitations
described below, if applicable, Notes of this series are exchangeable for Notes
of this series of like aggregate principal amount and like Stated Maturity and
with like terms and conditions of a different authorized denomination, as
requested by the Holder surrendering the same.
SECTION 13. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, the transfer of this Note is registerable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for that purpose duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which will initially be the Trustee at
its Corporate Trust Office located in The City of Chicago, Illinois or the
Borough of Manhattan, The City of New York), duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes
of this series with like terms and conditions of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
If this Note is a Book-Entry Note as specified on the face hereof, this
Note is exchangeable for certificated Notes only upon the terms and conditions
provided in the Ninth Supplemental Indenture dated as of October 30, 2001.
Except as provided in the Indenture, owners of beneficial interests in this
Book-Entry Note will not be entitled to receive physical delivery of Notes in
certificated registered form and will not be considered the Holders thereof for
any purpose under the Indenture.
No service charge will 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.
SECTION 14. Owners. 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 notwithstanding
any notation of ownership or other writing hereon, and none of the Company, the
Trustee or any such agent will be affected by notice to the contrary.
SECTION 15. Governing Law. The Indenture and the Notes will be governed by
and construed in accordance with the laws of the State of Illinois.
SECTION 16. Defined Terms. All terms used in this Note which are defined in
the Indenture will have the meanings assigned to them in the Indenture unless
otherwise defined in the Ninth Supplemental Indenture dated as of October 30,
2001 or herein; and all references in the Indenture to "Security" or
"Securities" will be deemed to include the Notes.
7
OPTION TO ELECT REPAYMENT
[To be completed only if this Note is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at the applicable Optional Repayment Price indicated on the face
hereof plus accrued and unpaid interest to but excluding the date of repayment
pursuant to Section 4 of this Note.
Dated:
----------------------------- ----------------------------------------
Signature
Sign exactly as name appears on the
front of this Note.
Indicate address where check is to be
sent, if repaid:
----------------------------------------
----------------------------------------
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
----------------------------------------
----------------------------------------
8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, will 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 Gifts to Minors Act
=========================================================
(State)
Additional abbreviations may also be used though not in the above list.
----------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPE 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:
------------------ -------------------------------
Signature
Sign exactly as name appears on
the front of this Note
[SIGNATURE MUST BE GUARANTEED by
a commercial bank, a trust
company or by a member of the New
York Stock Exchange]
NOTICE: THE SIGNATURE 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 WHATEVER.
9