EXHIBIT 4.1
[FORM OF FIXED RATE MEDIUM-TERM NOTE]
(FACE OF SECURITY)
[IF A GLOBAL SECURITY, INSERT - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.]
[IF DTC IS THE DEPOSITARY, INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO MINNESOTA MINING AND MANUFACTURING 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 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.]
[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]
CUSIP NO. _______
3M COMPANY
MEDIUM-TERM NOTES, SERIES D
(Fixed Rate)
The following terms apply to this Security, as and to the extent shown
below:
PRINCIPAL AMOUNT: REDEMPTION COMMENCEMENT DATE:
STATED MATURITY DATE: REPAYMENT DATE(S):
SPECIFIED CURRENCY: U.S. dollars for all REDEMPTION OR REPAYMENT PRICE(S):
payments unless otherwise specified below:
o payments of principal and any INTEREST RATE:
premium:
o payments of interest: INTEREST PAYMENT DATES:
o Exchange Rate Agent: OTHER TERMS:
Citibank, N.A.
ORIGINAL ISSUE DATE*:
ORIGINAL ISSUE DISCOUNT
SECURITY:
o Total Amount of OID:
o Yield to Maturity:
o Initial Accrual Period OID:
DEFEASANCE:
o Full Defeasance:
o Covenant Defeasance:
Terms left blank or marked "N/A", "No", "None" or in a similar manner do not
apply to this Security except as otherwise may be specified.
Whenever used in this Security, the terms specified above that apply to this
Security have the meanings specified above, unless the context requires
otherwise. Other terms used in this Security that are not defined herein but
that are defined in the Indenture referred to in Section 1 on the reverse of
this Security are used herein as defined therein.
- --------------
* This date shall be the issue date of this Security, unless there is a
Predecessor Security, in which case this date shall be the issue date of the
first Predecessor Security.
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3M Company, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company", which term includes any
successor Person under the Indenture), for value received, hereby promises to
pay to Cede & Co., or registered assigns, as principal the Principal Amount on
the Stated Maturity Date and to pay interest thereon, at the Interest Rate shown
above (computed on the basis of a 360-day year of twelve 30-day months),
semi-annually on each Interest Payment Date set forth above from and after the
date of this Security and at Maturity until payment of the principal amount
hereof has been made or duly provided for. Unless this Security is a Security
which has been issued upon transfer of, in exchange for, or in replacement of, a
Predecessor Security, interest on this Security shall accrue from the Original
Issue Date indicated above. If this Security has been issued upon transfer of,
in exchange for, or in replacement of, a Predecessor Security, interest on this
Security shall accrue from the last Interest Payment Date to which interest was
paid on such Predecessor Security or, if no interest was paid on such
Predecessor Security, from the Original Issue Date indicated above. The first
payment of interest on this Security shall be on the first Interest Payment Date
that is at least 15 calendar days after the Original Issue Date. Any premium and
any such installment of interest that is overdue at any time shall also bear
interest (to the extent that the payment of such interest shall be legally
enforceable), at the rate per annum at which the principal then bears interest,
from the date any such overdue amount first becomes due until it is paid or made
available for payment. Notwithstanding the foregoing, interest on any principal,
premium or installment of interest that is overdue shall be payable on demand.
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 Security (or one or more Predecessor Securities) is
registered at the close of business on the 15th calendar day (whether or not a
Business Day, as such term is defined in Section 3(c) on the reverse hereof)
next preceding such Interest Payment Date (a "Regular Record Date"). Any
interest so payable, but not punctually paid or duly provided for, on any
Interest Payment Date will forthwith cease to be payable to the Holder on such
Regular Record Date and such Defaulted Interest either may be paid to the Person
in whose name this Security (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 the Holder of this Security not less than 10 days prior to such Special
Record Date, or may be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.
CURRENCY OF PAYMENT
Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency on the
Original Issue Date, in which case the Specified Currency for such payment shall
be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country, except as provided in the
next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such
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payment shall be such coin or currency as at the time of payment is legal tender
for the payment of public and private debts in all EMU Countries (as defined in
Section 3(c) on the reverse hereof), provided that, if on any day there are not
at least two EMU Countries, or if on any day there are at least two EMU
Countries but no coin or currency is legal tender for the payment of public and
private debts in all EMU Countries, then the Specified Currency for such payment
shall be deemed not to be available to the Company on such day.
Except as provided in the next paragraph, any payment to be made on
this Security in a Specified Currency other than U.S. dollars will be made in
U.S. dollars if the Person entitled to receive such payment transmits a written
request for such payment to be made in U.S. dollars to the Trustee at its
Corporate Trust Office, on or before the tenth day before the payment is to be
made. Such written request may be mailed, hand delivered, telecopied or
delivered in any other manner approved by the Trustee. Any such request made
with respect to any payment on this Security payable to a particular Holder will
remain in effect for all later payments on this Security payable to such Holder,
unless such request is revoked on or before the tenth day before a payment is to
be made, in which case such revocation shall be effective for such and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date.
The U.S. dollar amount of any payment made pursuant to the preceding
paragraph will be determined by the Exchange Rate Agent based upon the highest
bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New York
City time, on the second Business Day preceding the applicable payment date,
from three (or, if three are not available, then two) recognized foreign
exchange dealers selected by the Exchange Rate Agent in The City of New York, in
each case for the purchase by the quoting dealer, for U.S. dollars and for
settlement on such payment date of an amount of the Specified Currency for such
payment equal to the aggregate amount of such Specified Currency payable on such
payment date to all Holders of Securities of this or any other series who elect
to receive U.S. dollar payments on such payment date, and at which the
applicable dealer commits to execute a contract. If the Exchange Rate Agent
determines that two such bid quotations are not available on such second
Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in U.S. dollars
on this Security will be borne by the Holder entitled to receive such payment,
by deduction from such payment.
Notwithstanding the foregoing, if any amount payable on this Security
is payable on any day (including at Maturity) in a Specified Currency other than
U.S. dollars, and if such Specified Currency is not available to the Company on
the two Business Days before such day, due to the imposition of exchange
controls, disruption in a currency market or any other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligation
to pay such amount in such Specified Currency by making such payment in U.S.
dollars. The amount of such payment in U.S. dollars shall be determined by the
Exchange Rate Agent on the basis of the noon buying rate for cable transfers in
The City of New York for such Specified Currency (the "Exchange Rate") as of the
latest day before the day on which such payment is to be made. Any payment made
under such circumstances in U.S. dollars where the required payment is in other
than U.S. dollars will not constitute an Event of Default under the Indenture or
this Security.
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MANNER OF PAYMENT - U.S. DOLLARS
Except as provided in the next paragraph, payment of any amount payable
on this Security in U.S. dollars will be made at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose), against surrender
of this Security in the case of any payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date); provided, however, that, at the option of the Company and subject
to the next paragraph, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
Payment of any amount payable on this Security in U.S. dollars will be
made by wire transfer of immediately available funds to an account maintained by
the payee with a bank located in The City of New York, if (i) the principal of
this Security is at least $1,000,000 and (ii) the Holder entitled to receive
such payment transmits a written request for such payment to be made in such
manner to the Paying Agent at its Corporate Trust Office, Attention: Citibank
Agency & Trust Services, on or before the tenth day before the day on which such
payment is to be made; provided that, in the case of any such payment due at the
Maturity of the principal hereof (other than any payment of interest that first
becomes due on an Interest Payment Date), this Security must be surrendered at
the office or agency of the Company maintained for that purpose in The City of
New York (or at any other office or agency maintained by the Company for that
purpose) in time for the Paying Agent to make such payment in such funds in
accordance with its normal procedures. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the tenth day before a payment is to be made, in
which case such revocation shall be effective for such and all later payments.
In the case of any payment of interest payable on an Interest Payment Date, such
written request must be made by the Person who is the registered Holder of this
Security on the relevant Regular Record Date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.
MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES
Payment of any amount payable on this Security in a Specified Currency
other than U.S. dollars will be made by wire transfer of immediately available
funds to such account as is maintained in such Specified Currency at a bank or
other financial institution acceptable to the Company and the Trustee and as
shall have been designated at least ten days prior to the applicable payment
date by the Person entitled to receive such payment; provided that, in the case
of any such payment due at the Maturity of the principal hereof (other than any
payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained
for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to make
such payment in such funds in accordance with its normal procedures. Such
account designation shall be made by transmitting the appropriate information to
the Paying Agent at its Corporate Trust Office, Attention: Citibank Agency &
Trust Services, by mail, hand
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delivery, telecopier or in any other manner approved by the Trustee. Unless
revoked, any such account designation made with respect to this Security by the
Holder hereof will remain in effect with respect to any further payments with
respect to this Security payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to this Security cannot be made by
wire transfer because the required account designation has not been received by
the Paying Agent on or before the requisite date or for any other reason, the
Company will cause a notice to be given to the Holder of this Security at its
registered address requesting an account designation pursuant to which such wire
transfer can be made and such payment will be made within five Business Days
after the Paying Agent's receipt of such a designation meeting the requirements
specified above, with the same force and effect as if made on the due date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.
MANNER OF PAYMENT - GLOBAL SECURITIES
Notwithstanding any provision of this security or the Indenture, if
this Security is a Global Security, the Company may make any and all payments of
principal, premium and interest on this Security pursuant to the applicable
policies of the Depositary for this Security as permitted in the Indenture.
PAYMENTS DUE ON A BUSINESS DAY
Unless otherwise specified on the face of this Security, the following
sentence shall apply to this Security. Notwithstanding any provision of this
Security or the Indenture, if any amount of principal, premium or interest would
otherwise be due on this Security on a day (the "Specified Day") that is not a
Business Day, such amount may be paid or made available for payment on the next
succeeding Business Day with the same force and effect as if such amount were
paid on the Specified Day. The provisions of this paragraph shall apply to this
Security in lieu of the provisions of Section 113 of the Indenture.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, 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 by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
3M COMPANY
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
This is one of the Securities of the series designated herein and
referred to in the Indenture.
Dated:
CITIBANK, N.A., as Trustee
By
---------------------------------
Authorized Signatory
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(Reverse of Security)
1. SECURITIES AND INDENTURE
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of November 17, 2000 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
2. SERIES AND DENOMINATIONS
This Security is one of the series designated on the face hereof,
limited to an aggregate principal amount not to exceed $1,500,000,000 (or the
equivalent thereof in any other currency or currencies or currency units), which
amount may be increased at the option of the Company if in the future it
determines that it may wish to sell additional Securities of this series.
References herein to "this series" mean the series of securities designated on
the face hereof.
The Securities of this series are issuable only in registered form
without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
integral multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000 and any integral
multiple thereof.
3. INTEREST RATE
(a) CALCULATION OF INTEREST. Payments of interest hereon with respect
to any Interest Payment Date or at the Maturity of the principal hereof will
include interest accrued to but excluding such Interest Payment Date or the date
of such Maturity, as the case may be.
All percentages resulting from any calculation with respect to this
Security will be rounded upward or downward, as appropriate, to the next higher
or lower one hundred-thousandth of a percentage point (e.g., 9.876541% (or
..09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or
..09876545) being rounded up to 9.87655% (or .0987655) ). All amounts used in or
resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S.
dollars, or to the nearest corresponding hundredth of a unit, in the case of a
currency other than U.S. dollars, with one-half cent or one-half of a
corresponding hundredth of a unit or more being rounded upward.
8
(b) EXCHANGE RATE AGENT. The Company has initially appointed the
institution named on the face of this Security as Exchange Rate Agent, to act as
such agent with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the
Company) to serve as such agent from time to time. The Company will give the
Trustee prompt written notice of any change in any such appointment. Insofar as
this Security provides for any such agent to obtain rates, quotes or other data
from a bank, dealer or other institution for use in making any determination
hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions
are any such agent, Affiliates of any such agent or Affiliates of the Company.
All determinations made by the Exchange Rate Agent may be made by such
agent in its sole discretion and, absent manifest error, shall be conclusive for
all purposes and binding on the Holder of this Security and the Company. The
Exchange Rate Agent shall not have any liability therefor.
(c) DEFINITIONS OF TERMS. As used in this Security, the following terms
have the meanings set forth below:
"Business Day" means, for this Security, a day that meets the
requirements set forth in each of clauses (i) through (iv) below, in each case
to the extent such requirements apply to this Security as specified below:
(i) is a Monday, Tuesday, Wednesday, Thursday or Friday that
is not a day on which banking institutions in The City of New York
generally are authorized or obligated by law, regulation or executive
order to close;
(ii) if the Specified Currency for payment of principal of or
interest on this Security is other than U.S. dollars or euros, is also
a day on which banking institutions in the principal financial center
of the country issuing such Specified Currency are not authorized or
obligated by law, regulation or executive order to close;
(iii) if the Specified Currency for payment of principal of or
interest on this Security is euros, is also a Euro Business Day; and
(iv) solely with respect to any payment or other action to be
made or taken at any Place of Payment outside The City of New York, is
a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in such Place of Payment generally are
authorized or obligated by law, regulation or executive order to close.
With respect to any particular location, the close of business on any day on
which business is not being conducted at that location shall be deemed to mean
5:00 P.M., New York City time, on that day.
"EMU Countries" means, at any time, the countries (if any) then
participating in the European Economic and Monetary Union (or any successor
union) pursuant to the Treaty on
9
European Union of February 1992 (or any successor treaty), as it may be amended
from time to time.
"Euro Business Day" means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
References in this Security to U.S. dollars shall mean, as of any time,
the coin or currency that is then legal tender for the payment of public and
private debts in the United States of America.
References in this Security to the euro shall mean, as of any time, the
coin or currency (if any) that is then legal tender for the payment of public
and private debts in all EMU Countries.
References in this Security to a particular currency other than U.S.
dollars and euros shall mean, as of any time, the coin or currency that is then
legal tender for the payment of public and private debts in the country issuing
such currency on the Original Issue Date.
4. REDEMPTION AT THE COMPANY'S OPTION
Unless a Redemption Commencement Date is specified on the face hereof,
this Security shall not be redeemable at the option of the Company before the
Stated Maturity Date. If a Redemption Commencement Date is so specified, and
unless otherwise specified on the face hereof, this Security is subject to
redemption upon not less than 30 days' nor more than 60 days' notice at any time
and from time to time on or after the Redemption Commencement Date, in each case
as a whole or in part, at the election of the Company and at the applicable
Redemption Price specified on the face hereof (expressed as a percentage of the
principal amount of this Security to be redeemed), together with accrued
interest to the Redemption Date, but interest installments due on or prior to
such Redemption Date will be payable to the Holder of this Security, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Date, all as provided in the Indenture.
5. REPAYMENT AT THE HOLDER'S OPTION
Except as otherwise may be provided on the face hereof, if one or more
Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Date as provided in the Indenture). If this Security provides for more than one
Repayment Date, and the Holder exercises its option to elect repayment, the
Holder shall be deemed to have elected repayment on the earliest repayment date
after all conditions to
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such exercise have been satisfied, and references herein to the applicable
Repayment Date shall mean such earliest Repayment Date.
In order for the exercise of such option to be effective and this
Security to be repaid, the Company must receive at the applicable address of the
Paying Agent set forth below (or at such other place or places of which the
Company shall from time to time notify the Holder of this Security), on any
Business Day at least 30 but not more than 45 days prior to the applicable
Repayment Date (or, if either such calendar day is not a Business Day, the next
succeeding Business Day), either (i) this Security, with the form below entitled
"Option to Elect Repayment" duly completed and signed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby
and (d) a guarantee stating that the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly completed and signed,
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter (provided that this Security and form duly
completed and signed are received by the Company by such fifth Business Day).
Any such election shall be irrevocable. The address to which such deliveries are
to be made is Citibank, N.A., Attention: Citibank Agency and Trust Services, 111
Wall Street, 14th Floor, New York, NY 10005 (or at such other places as the
Company or the Paying Agent shall notify the Holder of this Security). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.
6. TRANSFER AND EXCHANGE
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company at the corporate trust office of the Trustee in
the City of New York or at the office of the Paying Agent in New York, 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 his or her attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor and terms, of
Authorized Denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
Authorized Denomination, as requested by the Holder surrendering the same.
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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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company nor
the Trustee nor any such agent shall be affected by notice to the contrary.
If this Security is a Global Security, this Security shall be subject
to the provisions of the Indenture relating to Global Securities, including the
limitations in Section 305 thereof on transfers and exchanges of Global
Securities. In addition to the provisions of Section 305 of the Indenture, if at
any time an Event of Default has occurred and is continuing with respect to this
Security and such Event of Default has not been cured or waived pursuant to the
provisions of the Indenture, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities, will authenticate and deliver, Securities in definitive form and in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities in exchange for such Global Security or Securities.
7. DEFEASANCE.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture. If so specified on the face
hereof, either or both of such provisions are applicable to this Security, as so
specified.
8. REMEDIES.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
No reference herein to the Indenture and no provision of this Security
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 Security at the times, place and rate, and in the coin or
currency, herein prescribed.
9. MODIFICATION AND WAIVER.
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 to be affected.
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Under the Indenture, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of this series or any other series of
Outstanding Securities may, on behalf of all Holders of that series, waive
compliance by the Company with certain restrictive covenants of the Indenture,
and waive any past Event of Default under the Indenture, but in each case only
with respect to that series, except an Event of Default in the payment of the
principal of or any premium or interest on and Securities of that series or an
Event of Default under any provision of the Indenture which itself cannot be
modified or amended without the consent of the holders of each Outstanding
Security of that series. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security 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 Security.
10. GOVERNING LAW.
THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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CUSIP NO. __________
ORIGINAL ISSUE DATE: __________
3M COMPANY
MEDIUM-TERM NOTE, SERIES D
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:
- --------------------------------------------------------------------------------
(please print name of the undersigned)
- --------------------------------------------------------------------------------
(please print address of the undersigned)
- --------------------------------------------------------------------------------
(please print telephone number of the undersigned)
If such Security provides for more than one Repayment Date, the
undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.
For such Security to be repaid the Company must receive at the
applicable address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of such
Security, any Business Day not later than the 30th or earlier than the 45th
calendar day prior to the Repayment Date (or, if either such calendar day is not
a Business Day, the next succeeding Business Day), (i) such Security, with this
"Option to Elect Repayment" form duly completed and signed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of such Security, (b) the
principal amount of such Security and the amount of such Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby
and (d) a guarantee stating that such Security to be repaid with the form
entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later
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than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (provided that such Security and form duly completed and
signed are received by the Company by such fifth Business Day). The address to
which such deliveries are to be made is:
Citibank, N.A.
Attention: Citibank Agency & Trust Services
111 Wall Street
14th Floor
New York, New York 10005
or at such other place as the Company or the Paying Agent shall notify the
holder of such Security.
If less than the entire principal amount of such Security is to be
repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:
--------------------------------
and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of any
specification, one Security will be issued in respect of the portion not being
repaid):
--------------------------------
Date:
----------------------------
------------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name of the Holder as
written on the face of such Security
in every particular without
alteration or enlargement or any
other change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in
the inscription on the face of this Security, 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 the 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.
------------------------------------
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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
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________________________________________ to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated: _______________________________
Signature Guaranteed
______________________________________ ______________________________________
NOTICE: Signature must be guaranteed. NOTICE: The signature to this
assignment must correspond with the
name of the Holder as written upon the
face of the attached Security in every
particular, without alteration or
enlargement or any change whatever.
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