Exhibit 4
FORM OF NOTE
MOTOROLA, INC.
5.80 percent Note Due October 15, 2008
Unless and until this certificate is exchanged in whole or in part for
Notes in definitive registered form, this Note may not be transferred
except as a whole by The Depository Trust Company, a New York corporation
("DTC" or the "Depositary"), to its nominee or by its nominee to DTC or
another nominee of DTC or by DTC or any such nominee to a successor
depository or a nominee of such successor depository. Any certificate
issued in exchange herefor shall be registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC
(and any payment in respect hereof shall be made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC).
MOTOROLA, INC., a Delaware corporation (the "Issuer", which term
includes any successor corporation under the Senior Indenture hereafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, at the office or agency of the Issuer in the Borough of
Manhattan, The City of New York, or at such other locations as the Issuer
may from time to time designate, the principal sum of THREE HUNDRED TWENTY-
FIVE MILLION DOLLARS on October 15, 2008, 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 April 15 and October 15 of each year, commencing April 15,
1999, on the original principal amount hereof at said office or agency, in
like coin or currency, at the rate per annum specified in the title of this
Note, from the April 15 or the October 15, 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 on the Notes (as defined below) or duly
provided for, in which case from October 20, 1998, until payment of the
principal amount hereof has been made or duly provided for; provided, that
payment of interest may be made at the option of the Issuer by check mailed
by first class mail to the address of the person entitled thereto as such
address shall appear on the Security register. Notwithstanding the
foregoing, if the date hereof is after April 1 or October 1 as the case may
be, and before the following April 15 or October 15, this Note shall bear
interest from such April 15 or October 15; provided, that if the Issuer
shall default in the payment of interest due on such April 15 or October
15, then this Note shall bear interest from the next preceding April 15 or
October 15, to which interest has been paid or duly provided for or, if no
interest has been paid on the Notes or duly provided, for, from October 20,
1998. The interest so payable on any April 15 or October 15, will, subject
to certain exceptions provided in the Senior Indenture referred to on the
reverse hereof, 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 April
1 or October 1 (whether or not a Business Day), as the case may be, next
preceding such April 15 or October 15. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
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 not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by
the Trustee under the Senior Indenture referred to on the reverse hereof by
manual signature.
IN WITNESS WHEREOF, Motorola, Inc. has caused this instrument to be
signed by one of its duly authorized officers and has caused a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon.
MOTOROLA, INC.
By: _______________
Its: _______________
ATTEST:
____________________
Its: _______________
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred to in
the within-mentioned Senior Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By: ______________
Its: ______________
[REVERSE OF NOTE]
MOTOROLA, INC.
5.80 percent Note due October 15, 2008
This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to a Senior Indenture dated as of May 1, 1995
(herein called the "Senior Indenture"), duly executed and delivered by the
Issuer to Harris Trust and Savings Bank, as Trustee (herein called the
"Trustee"), to which Senior 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 Issuer and the Holders of the Securities. The Securities may
be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption provisions (if any) and may otherwise vary as provided in the
Senior Indenture. This Note is one of a series designated as the 5.80%
Notes due October 15, 2008 (the "Notes") of the Issuer, limited in
aggregate principal amount at maturity to $325,000,000.
Except as otherwise provided in the Senior Indenture, this Note will
be issued in global form only registered in the name of the Depositary or
its nominee. This Note will not be issued in definitive form, except as
otherwise provided in the Senior Indenture, and ownership of this Note
shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under
such Senior Indenture then Outstanding and affected, voting as one class,
to add any provisions to, or change in any manner or eliminate any of the
provisions of, such Senior Indenture or modify in any manner the rights of
the Holders of the Securities of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the Holder of each
Security affected thereby, (i) extend the stated maturity of the principal
of any Security, or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof or change the currency in which the principal
thereof (including any amount in respect of original issue discount),
premium, if any, or interest thereon is payable or reduce the amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy or impair the right to institute suit for the enforcement of any
payment on any Security when due or (ii) reduce the aforesaid percentage in
principal amount of Securities of any series issued under such Senior
Indenture, the consent of the Holders of which is required for any such
modification. It is also provided in the Senior Indenture that, with
respect to certain defaults or Events of Default regarding the Securities
of any series, prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may
on behalf of the Holders of all the Securities of such series (or all or
certain series of the Securities, as the case may be) waive any such past
default or Event of Default and its consequences. The preceding sentence
shall not, however, apply to a default in the payment of the principal or
interest on any of the Securities. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Senior 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 or on registration of transfer hereof,
irrespective of whether or not any notation thereof is made upon this Note
or such other Notes.
No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, or
at such other locations as the issuer may from time to time designate, and
in the manner and subject to the limitations provided in the Senior
Indenture, but without the payment of any service charge, Notes may be
exchanged for a like aggregate principal amount of Notes of other
authorized denominations.
The Notes are not redeemable and are not entitled to any sinking fund.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, or at such other locations as the Issuer may from time to time
designate, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Senior Indenture,
without charge except for any tax or other governmental charge imposed in
connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee 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), for the
purpose of receiving payment of, or on account of, the principal hereof and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, the Trustee or any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior 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, officer or
director, as such, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, under any rule
of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and
as part of the consideration or the issue hereof.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
Terms used herein which are defined in the Senior Indenture shall have
the respective meanings assigned thereto in the Senior Indenture.
* * * *
FOR VALUE RECEIVED, the undesigned 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 zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Note on the books of
the Issuer, with full power of substitution in the premises.
Dated: ____________ Signed: ________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
Signature Guarantee: