Exhibit 4.1
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) 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.
REGISTERED PRINCIPAL AMOUNT
No.: $250,000,000
CUSIP No.: 117043 AF 6
BRUNSWICK CORPORATION
6 3/4% NOTE DUE DECEMBER 15, 2006
Brunswick Corporation, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
shall include any successor corporation as defined in the Indenture referred to
on the reverse side hereof), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the sum of TWO HUNDRED FIFTY MILLION DOLLARS
at the principal executive offices of the Company or, at the option of the
registered holder hereof, at the office or agency of the Company in the City of
Chicago, State of Illinois, or in the Borough of Manhattan, the City and State
of New York, on December 15, 2006, 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, semiannually on June
15 and December 15 of each year beginning June 15, 1997, on said principal sum
in like coin or currency, at the rate per annum specified in the title of this
Note, from the next preceding date on which interest has been paid or, if no
interest has been paid on the Notes, from December 10, 1996, until payment of
said principal sum has been made or duly provided for.
The interest so payable on any June 15 or December 15 will, subject to
certain exceptions provided in the Indenture referred to herein, be paid to the
person in whose name this Note is registered at the close of business on the
June 1 or December 1 next preceding such June 15, or December 15 (whether or
not such June 1 or December 1 is a business day) at the principal executive
offices of the Company and at its offices or agencies in the City of Chicago,
State of Illinois and the Borough of Manhattan, the City and State of New York,
except that interest may at the option of the Company, be paid by check mailed
to the registered address of such person.
This Note 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 March 15, 1987 (herein called the "Indenture"),
between the Company and Harris Trust and Savings Bank, as successor trustee to
Continental Bank, National Association (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 Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Note is one of the series of Securities designated on the first page
hereof (the Securities of such series being herein called the "Notes"), limited
in aggregate principal amount to $250,000,000.
In case an Event of Default (as defined in the Indenture) 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
Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the securities of each series to be affected 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 Securities of such series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity on any Security of such series, or reduce the rate or extend the
time of payment of interest thereon, or reduce the principal amount thereof, or
make the principal of the Securities of such series or any interest thereon
payable in any coin or currency other than that hereinbefore provided, or
adversely affect the rights of the Securityholders to institute suit for the
enforcement of any payment of principal of or interest on any Security, in each
case without the consent of the holder of each Security of such series so
affected, or (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Securities of such series then outstanding. It
is also provided in the Indenture that, prior to any declaration accelerating
the maturity of the Securities of any series, the holders of a majority in
aggregate principal amount of the Securities of such series at the time
outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of principal of or interest on the
Securities of such series. 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 Note which may be issued in exchange or substitution herefor
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.
The Notes are issued in registered form without coupons in denominations
of $1,000 or any integral multiple of $1,000. In the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, Notes may be exchanged for an equal aggregate principal amount of Notes
of other authorized denominations at the principal executive office of the
Company or, at the option of the registered holder thereof, at its office or
agency maintained for such exchange in the City of Chicago, State of Illinois,
or the Borough of Manhattan, the City and State of New York.
The Notes may not be redeemed prior to the stated maturity date thereof,
nor are the Notes entitled to the benefit of any mandatory or optional sinking
fund.
Except as otherwise provided in this Note, upon due presentment for
registration of transfer of this Note at the principal executive offices of the
Company or, at the option of the person making presentment for registration of
transfer, at its office or agency maintained for such registration in the City
of Chicago, State of Illinois or the Borough of Manhattan, City and State of
New York, a new Note or Notes of authorized denomination for any equal
aggregate principal amount will be issued to the transferee in exchange
herefor, 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 paying agent or Authenticating Agent and
any Security 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) for the
purpose of receiving payment hereof or on account hereof, as herein and in the
Indenture provided, and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Authenticating Agent nor any Security
registrar shall be affected by any notice to the contrary. All such payments
shall effectively satisfy and discharge the liability upon this Note to the
extent of the sum or sums so paid.
No recourse for the payment of the principal of or interest on this Note,
or on any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company or the
Indenture or any Indenture supplemental thereto or any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, or officer or director as such, past, present or
future, of the Company or any successor corporation either directly or
indirectly 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, all such liability being, by the acceptance
hereof and as a part of the consideration for the issue hereof, expressly
waived and released.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to below.
IN WITNESS WHEREOF, Brunswick Corporation has caused this instrument to
be signed in its name by the signature of its Vice President and Treasurer and
a of its corporate seal to be imprinted hereof, and attested by the signature
of its Assistant Secretary.
Dated: December 10, 1996
Brunswick Corporation
[Seal]
/s/ Richard S. O'Brien
Richard S. O'Brien
Vice President and Treasurer
ATTEST:
/s/ Michael D. Schmitz
Michael D. Schmitz
Assistant Secretary
Trustee's Certificate of Authentication:
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This is one of the securities of the series designated therein referred
to in the within-mentioned Indenture.
HARRIS TRUST & SAVINGS BANK, Trustee
By:/s/ Daniel G. Donovan
Name: Daniel G. Donovan
Its: Assistant Vice President
Dated: December 10, 1996