EXHIBIT 4
FORM OF NOTE
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED 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 NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.
REGISTERED REGISTERED
No. R-1 $100,000,000.00
CUSIP 043339 AJ 9
ARVIN INDUSTRIES, INC.
6.75% NOTE DUE MARCH 15, 2008
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
March 23, 1998 6.75% March 15, 2008
33
Arvin Industries, Inc., an Indiana corporation (the
"Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to
CEDE & CO.
or registered assigns, the principal sum of ONE HUNDRED MILLION AND
NO/100THS ($100,000,000.00) DOLLARS on the Maturity Date specified
above and to pay interest thereon at the Interest Rate per annum
specified above, until the principal hereof is paid or duly made
available for payment, semiannually on March 15 and September 15 (each
an "Interest Payment Date") in each year commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above, to the registered holder of such Note on the Regular
Record Date with respect to such Interest Payment Date, and on the
Maturity Date shown above. Interest on this Note will accrue from the
most recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from the Original
Issue Date specified above, until the principal hereof has been paid
or duly made available for payment. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day as
defined below, principal or interest payable with respect to such
Maturity Date or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made on
such Maturity Date or Interest Payment Date, as the case may be, and
no interest on such payment shall accrue for the period from and after
such Maturity Date or Interest Payment Date. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions, 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 Regular Record Date for such interest, which
shall be the March 1 or September 1 (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 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 shall be given to the Holder
of this Note not less than ten days prior to such Special Record Date,
or be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. As used herein, "Business Day" means any
day, other than a Saturday or Sunday, on which banks in The City of
New York are not required or authorized by law to close.
Payment of the principal of and interest on this Note will
be made by the Company by wire transfer in immediately available
funds.
34
This 6.75% Note due March 15, 2008, is one of a duly
authorized series of Securities (hereinafter called the "Securities")
of the Company issued and to be issued under an Indenture dated as of
July 3, 1990, as supplemented by the First Supplemental Indenture,
dated March 31, 1994 (herein called the "Indenture") between the
Company and Harris Trust and Savings Bank, 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
thereunder of the Company and the Trustee and the Holders of the Notes
and the terms upon which the Notes are, and are to be, authenticated
and delivered.
This Note is not redeemable at the option of the Company and
is not repayable at the option of the Holder prior to maturity.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Date or the Maturity Date, as
the case may be. Interest payments for this Note will be computed and
paid on the basis of a 360-day year of twelve 30-day months.
The Indenture provides that so long as the Notes are
outstanding, the Company will not, and will not cause or permit a
Restricted Subsidiary to, create, incur, assume or guarantee any
Secured Debt or to create any Security Interest securing any
indebtedness existing on the date of the Indenture which would
constitute Secured Debt if it were secured by a Security Interest in a
Principal Facility unless the Notes will be secured equally and
ratably (subject to applicable priorities of payment) by the Security
Interest securing such Secured Debt or indebtedness, provided that the
Company and its Restricted Subsidiaries may incur certain Secured Debt
without so securing the Notes. Among such permitted Secured Debt is
indebtedness secured by (i) certain Security Interests to secure
payment of the cost of acquisition, construction, development or
improvement of property; (ii) Security Interests on property at the
time of acquisition assumed by the Company or a Restricted Subsidiary,
or on the property or on the outstanding shares or indebtedness of a
corporation or firm at the time it becomes a Restricted Subsidiary or
is merged into or consolidated with the Company or a Restricted
Subsidiary, or the Company or a Restricted Subsidiary acquires the
properties of such corporation or firm as an entirety or substantially
as an entirety; (iii) Security Interests arising from conditional
sales agreements or title retention agreements with respect to
property acquired by the Company or any Restricted Subsidiary; (iv)
Security Interests securing indebtedness of a Restricted Subsidiary
owing to the Company or to another Restricted Subsidiary; (v)
mechanics' and other statutory liens arising in the ordinary course of
business (including construction of facilities) in respect of
obligations which are not due or which are being contested in good
faith; (vi) liens for taxes, assessments or governmental charges not
yet due or for taxes, assessments or governmental charges which are
being contested in good faith; (vii) Security Interests (including
35
judgment liens) arising in connection with legal proceedings so long
as such proceedings are being contested in good faith and, in case of
judgment liens, execution thereon is stayed; (viii) certain landlords'
liens on fixtures; (ix) Security Interests to secure partial,
progress, advance or other payments or indebtedness incurred for the
purpose of financing construction on or improvement of property
subject to such Security Interests; and (x) certain Security Interests
in favor, or made at the request, of governmental bodies.
Additionally, such permitted Secured Debt includes (with certain
limitations) any extension, renewal or refunding, in whole or in part,
of any Secured Debt permitted at the time of the original incurrence
thereof. In addition to the foregoing, the Company and its Restricted
Subsidiaries may incur Secured Debt, without equally and ratably
securing the Notes, if the sum of (a) the amount of Secured Debt
entered into after the date of the Indenture and otherwise prohibited
by the Indenture plus (b) the aggregate value of Sale and Leaseback
Transactions entered into after the date of the Indenture and
otherwise prohibited by the Indenture does not exceed ten percent of
Consolidated Net Tangible Assets.
The Indenture provides that so long as the Notes are
outstanding the Company will not, and will not permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction unless
(a) the Company or such Restricted Subsidiary would be entitled to
incur Secured Debt permitted by the Indenture only by reason of the
provision described in the last sentence of the preceding paragraph
equal in amount to the net proceeds of the property sold or
transferred or to be sold or transferred pursuant to such Sale and
Leaseback Transaction and secured by a Security Interest on the
property to be leased without equally and ratably securing the Notes,
or (b) the Company or a Restricted Subsidiary shall apply within 180
days after the effective date of such Sale and Leaseback Transaction,
an amount equal to such net proceeds (x) to the acquisition,
construction, development or improvement of properties, facilities, or
equipment which are, or upon such acquisition, construction,
development or improvement will be, a Principal Facility or Facilities
or a part thereof or (y) to the redemption of the Notes or (z) to the
repayment of Senior Funded Debt of the Company or of any Restricted
Subsidiary (other than the Senior Funded Debt owed to any Restricted
Subsidiary), or in part to such acquisition, construction, development
or improvement and in part to such redemption and/or repayment. In
lieu of applying an amount equal to such net proceeds to such
redemption the Company may within 180 days after such sale or
transfer, deliver to the Trustee Securities (other than Notes made on
the basis of a reduction in a mandatory sinking fund payment) for
cancellation and thereby reduce the amount to be applied to the
redemption of the Notes by an amount equivalent to the aggregate
principal amount of the Notes delivered.
The Indenture provides that so long as the Notes are
outstanding, the Company will not, and will not cause or permit any
Restricted Subsidiary to, transfer any Principal Facility to any
36
Subsidiary which was not a Restricted Subsidiary at the time of such
transfer unless it shall apply within 180 days of the effective date
of such transaction an amount equal to the fair value of such
Principal Facility at the time of such transfer (i) to the
acquisition, construction, development or improvement of properties,
facilities or equipment which are, or upon such acquisition,
construction, development or improvement will be, a Principal Facility
or Facilities or a part thereof or (ii) to the redemption of the Notes
or (iii) to the repayment of Senior Funded Debt of the Company or any
Restricted Subsidiary (other than Senior Funded Debt owed to any
Restricted Subsidiary), or in part to such acquisition, construction,
development or improvement and in part to such redemption and/or
repayment. In lieu of applying all or any part of such amount to such
redemption the Company may, within 180 days of such transfer, deliver
to the Trustee Securities (other than the Notes made the basis of a
reduction in a mandatory sinking fund payment) for cancellation and
thereby reduce the amount to be applied to the redemption of the Notes
by an amount equivalent to the aggregate principal amount of the
Securities so delivered.
Except as may be provided in the Indenture, if an Event of
Default with respect to the Notes shall occur and be continuing, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the Indenture.
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
a majority in aggregate principal amount of the Securities at the time
Outstanding of each series affected thereby. 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 each
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 herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Note.
The Indenture provides that the Company, at the Company's
option, (a) will be discharged from any and all obligations in respect
of the Notes (except for certain obligations to register the transfer
of or exchange Notes, replace stolen, lost or mutilated Notes and
maintain paying agencies) or (b) need not comply with certain
provisions of the Indenture, in each case if the Company deposits, in
trust, with the Trustee money or U.S. Government Obligations which,
with respect to U.S. Government Obligations, through the payment of
37
interest thereon and principal thereof in accordance with their terms
will provide money, in an amount in cash sufficient to pay all of the
principal of, premium, if any, and interest on the Securities on the
dates such payments are due in accordance with the terms of such Notes
and certain other conditions are satisfied.
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 time, 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 may be
registered on the Security Register of the Company upon surrender of
this Note for registration of transfer at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New York duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the
Holder hereof or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in minimum denominations of $1,000 or any amount in excess
thereof which is an integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount of Notes
in authorized denominations, as requested by the Holder surrendering
the same.
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.
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 neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State.
All capitalized terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
38
Unless the certificate of authentication hereon has been
executed by the Trustee under the Indenture referred to herein by the
manual signature of one of its authorized officers, 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, manually or in facsimile.
ARVIN INDUSTRIES, INC.
-------------------------------------
By: Richard A. Smith
Title: Vice President - Finance
-------------------------------------
By: A.R. Sales
Title: Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
Harris Trust and Savings Bank, as Trustee
By:
------------------------------
Authorized Officer
[SEAL] ATTEST:
______________________________________
Secretary of Arvin Industries, Inc.
39
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were
written out in full according to the applicable laws or regulations.
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . Custodian . . . . . . . .
(Minor)
Under Uniform Gifts to Minors Act
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
40
_________________________________
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 TYPEWRITE NAME AND ADDRESS
INCLUDING 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: _________________________ ___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written above on the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.