Exhibit No. 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.: 1 $200,000,000
CUSIP No.: 117043 AG 4
BRUNSWICK CORPORATION
7 1/8% NOTE DUE AUGUST 1, 2027
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 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 August 1, 2027, 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 February 1 and August 1 of each year
beginning February 1, 1998, 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 August 4, 1997, until payment of said principal sum
has been made or duly provided for.
The interest so payable on any February 1 or August 1 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 January 15 or July 15 next preceding such February 1 or
August 1 (whether or not such January 15 or July 15 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
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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
$200,000,000.
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.
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The Notes are not entitled to the benefit of any mandatory or
optional sinking fund. However, the Notes may be redeemed at any time at
the option of the Company, in whole or from time to time in part, at a
redemption price equal to the sum of (i) the principal amount of the Notes
being redeemed plus accrued interest thereon to the redemption date and
(ii) the Make-Whole Amount (as defined below), if any, with respect to such
Notes (the "Redemption Price").
If the notice of redemption has been given as provided in the
Indenture and funds for the redemption of any Notes called for redemption
have been made available on the redemption date referred to in such notice,
such Notes will cease to bear interest on the date fixed for such
redemption specified in such notice and the only right of the Holders of
the Notes from and after the redemption date will be to receive payment of
the Redemption Price upon surrender of such Notes in accordance with such
notice.
Notice of any optional redemption of any Notes will be given to
Holders at their addresses, as shown in the security register for the
Notes, not more than 60 nor less than 30 days prior to the date fixed for
redemption. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Notes held by such Holder
to be redeemed.
If less than all the Notes are to be redeemed at the option of the
Company, the Company will notify the Trustee at least 45 days prior to
giving notice of redemption (or such shorter period as may be satisfactory
to the Trustee) of the aggregate principal amount of Notes to be redeemed
and their redemption date. The Trustee shall select, in such manner as it
shall deem fair and appropriate, Notes to be redeemed in whole or in part.
As used herein:
"Make-Whole Amount" means, in connection with any optional
redemption of any Notes, the excess, if any, of (i) the aggregate present
value as of the date of such redemption of each dollar of principal being
redeemed and the amount of interest (exclusive of interest accrued to the
date of redemption) that would have been payable in respect of each such
dollar if such redemption had not been made, determined by discounting, on
a semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date notice of such
redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, to
the date of redemption, over (ii) the aggregate principal amount of the
Notes being redeemed.
"Reinvestment Rate" means the yield on treasury securities at a
constant maturity corresponding to the remaining life (as of the date of
redemption, and rounded to the nearest month) to Stated Maturity of the
principal being redeemed (the "Treasury Yield"), plus .15% . For purposes
hereof, the Treasury Yield shall be equal to the arithmetic mean of the
yields published in the Statistical Release under the heading "Week Ending"
for "U.S. Government Securities - - Treasury Constant Maturities" with a
maturity equal to such remaining life; provided, that if no published
maturity exactly corresponds to such remaining life, then the Treasury
Yield shall be interpolated or extrapolated on a straight-line basis from
the arithmetic mean of the yields for the next shortest and/or next longest
published maturities, as applicable, rounding each of such relevant periods
to the nearest month. For purposes of calculating the
3257400.3 80897 1944C 96301999
Reinvestment Rate, the most recent Statistical Release published prior to
the date of determination of the Make-Whole amount shall be used. If the
format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Company.
"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under
the Indenture, then such other reasonably comparable index which shall be
designated by the Company.
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.
3257400.3 80897 1944C 96301999
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 an imprint of its corporate seal to be affixed hereto,
and attested by the signature of its Secretary.
Dated: August 4, 1997
Brunswick Corporation
[Seal]
/s/ Richard S. O'Brien
----------------------
Richard S. O'Brien
Vice President and Treasurer
ATTEST:
/s/ Mary D. Allen
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Mary D. Allen
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/ D.G. Donovan
------------------
Name: D.G. Donovan
Its: Assistant Vice President
Dated: August 4, 1997
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