EXHIBIT 4.4
[FORM OF 7-3/8% SENIOR NOTE DUE 2006, SERIES B]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. (OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.
SOLECTRON CORPORATION
7-3/8% SENIOR NOTE DUE 2006, SERIES B
No. CUSIP
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Solectron Corporation, a corporation duly organized and validly existing
under the laws of the State of California (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 of _________________________________
($___________) on March 1, 2006, at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or, at the option of the holder of this Note, at the Corporate Trust Office, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on March 1 and September 1 of each year, commencing
September 1, 1996, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum of 7 3/8% (the "Initial Rate") plus
Additional Interest (as defined herein), if any, from March 1 or September 1,
as the case may be, next preceding the date of this Note to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of
this Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from February 29, 1996, until payment of said principal
sum has been made or duly provided for. Notwithstanding the foregoing, if
the date hereof is after any February 15 or August 15, as the case may be,
and before the following March 1 or September 1, this Note shall bear
interest from such March 1 or September 1; PROVIDED, HOWEVER, that if the
Company shall default in the payment of interest due on such March 1 or
September 1, then this Note shall bear interest from the next preceding
March 1 or September 1 to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for on such Note,
from February 29, 1996. The interest payable on the Note pursuant to the
Indenture on any March 1 or September 1 will be paid to the person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on the record date, which shall be the February 15 or August 15
(whether or not a Business Day) next preceding such March 1 or September 1, as
provided in the Indenture, PROVIDED, HOWEVER, that any such interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture. Interest may, at the option of the Company, be paid by check mailed
to the registered address of such person on the Note register; PROVIDED,
HOWEVER, that, with respect to any holder of Notes with an aggregate principal
amount equal to or in excess of $5,000,000, at the request of such holder in
writing to the Company (who shall then furnish written notice to such effect to
the Trustee), interest on such holder's Notes shall be paid by wire transfer in
immediately available funds in accordance with the wire transfer instructions
supplied by such holder to the Trustee and paying agent (if different from the
Trustee).
Any accrued and unpaid interest (including Additional Interest) on this
Note upon the issuance of an Exchange Note in exchange for this Note shall cease
to be payable to the holder hereof but such accrued and unpaid interest
(including Additional Interest) shall be payable on the next March 1 or
September 1 to the holder of such Exchange Note on the related record date.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
Dated: , 1996 SOLECTRON CORPORATION
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By:
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Vice President - Finance
Attest:
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Senior Vice President, Chief
Financial Officer and Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the
within-named Indenture.
STATE STREET BANK AND TRUST COMPANY, as Trustee
By:
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Authorized Signatory
By:
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As Authenticating Agent (if different from Trustee)
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SOLECTRON CORPORATION
7 3/8% SENIOR NOTE DUE 2006, SERIES B
This Note is one of a duly authorized issue of Notes of the Company,
designated as its 7 3/8% Senior Notes due 2006, Series B (herein called the
"Notes"), limited to the aggregate principal amount of $150,000,000 all issued
or to be issued under and pursuant to an indenture dated as of February 15, 1996
(herein called the "Indenture"), between the Company and State Street Bank and
Trust Company as trustee (herein called the "Trustee"), 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 and the holders of the Notes.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of and accrued interest on all Notes
may be declared, and upon said 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 at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental
indenture shall (i) change the stated maturity of any Note, or reduce the rate
or change the time of payment of interest thereon, or reduce the principal
amount thereof, or impair the right of any Noteholder to institute suit for the
payment thereof, or make the principal thereof or interest thereon payable in
any coin or currency or at any place other than that provided in the Note, 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 all Notes then outstanding. It is also provided in the Indenture
that the holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its consequences except a
default in the payment of interest or the principal of any of the Notes. Any
such consent or waiver by the holder of this Note (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 any Notes which may be issued in
exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.
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 interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.
In the event that (a) the rating initially assigned to the Notes by the
NAIC (the "Initial Rating") is below NAIC-2 or (b) no Initial Rating has been
assigned to the Notes by September 1, 1996, then, in addition to the stated
interest at the Initial Rate the Company will permanently pay additional
interest at the rate of 0.25% per annum on the principal amount of the Notes
(the "Additional Interest"), beginning on (i) in the case of clause (a) above,
either (x) the date the Initial Rating is publicly announced or notice thereof
is received by the Company or (y) if such public announcement or notice occurs
between a record date and an interest payment date, such interest payment date
or (ii) in the case of clause (b) above, September 1, 1996 (each of the dates
described in clause (i) and (ii) an "Interest Adjustment Date"); PROVIDED,
HOWEVER, that the Company will not pay Additional Interest if the Initial Rating
is NAIC-2 or better, notwithstanding a change in the NAIC rating assigned to the
Notes subsequent to the determination of the Initial Rating or any other event;
and PROVIDED, FURTHER, that there will not be more than one adjustment for
Additional Interest. If the Interest Adjustment Date occurs during an interest
payment period, the Notes will bear interest for such interest payment period at
a rate per annum equal to the weighted average of (a) the Initial Rate and (b)
the Initial Rate plus 0.25%, which weighted average shall be calculated by
multiplying the Initial Rate, or the Initial Rate plus 0.25%, as applicable, by
the number of days such interest rate is in effect during each month of such
interest payment period, determining the sum of such products, and dividing such
sum by the number of days in such interest payment period.
All calculations pursuant to the preceding paragraph (and an other
calculations of interest on the Notes) shall be made on the basis of a 360-day
year consisting of twelve 30-day months.
The Notes are issuable in registered form without coupons in
denominations of $ 1,000 and any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.
The Notes are not subject to redemption prior to maturity.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Company, the Trustee, any authenticating agent, any paying agent and
any Note registrar may deem and treat the registered holder hereof as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof and for all other purposes, and neither the
Company nor the Trustee nor any other authenticating agent nor any paying agent
nor any Note registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.
No recourse for the payment of the principal of or interest, including
any Additional Interest, on this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, an such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
Terms used in this Note and defined in the Indenture are used herein as
therein defined.
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
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TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with ----------------------------------------------
right of survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received _______________________ hereby sell(s), assign(s) and
transfers(s) unto ______________________ (Please insert name, social security or
other Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints ____________ attorney to transfer the said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
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Signature(s)
Signature(s) must be guaranteed by an
eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and
credit unions) with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17 Ad-15 if Notes are to be
delivered other than to and in the name of
the registered holder.
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Signature Guarantee