EXHIBIT 4.3
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE TO BE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR TO SUCH OTHER
NAME, 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.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL
HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITORY OR A SUCCESSOR
DEPOSITORY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
COSTCO WHOLESALE CORPORATION
5 1/2% SENIOR NOTE DUE MARCH 15, 2007
No. 1 $300,000,000
CUSIP: 22160K AA3
COSTCO WHOLESALE CORPORATION, a Washington corporation (herein called the
"Company", which term shall refer to such Company until a successor corporation
shall have become such pursuant to the provisions of the Indenture referred to
herein and thereafter "Company" shall mean such successor corporation), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on March 15, 2007
(the "Stated Maturity Date"), unless redeemed in full prior to such date in
accordance with the provisions specified herein, and to pay interest on the
outstanding principal amount hereof from March 25, 2002, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on March 15 and September 15 in each year, commencing September 15,
2002, at the rate of 5 1/2% per annum, until the principal hereof is paid or
made duly available for payment.
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 Regular Record Date for such
interest, which shall be (in each case whether or not a Business Day) the March
1 or September 1 as the case may be, next preceding such Interest Payment Date.
Any interest not
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punctually paid or duly provided for shall 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 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 referred to herein, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and Make-Whole Amount, if any, and interest on
this Security will be made in immediately available funds at the corporate trust
office of U.S. Bank National Association in St. Paul, Minnesota or in the
Borough of Manhattan, in The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.
This Security is one of a duly authorized issue of debt securities of the
Company (the "Debt Securities"), issued and to be issued in one or more series
under an Indenture, dated as of October 26, 2001, as supplemented by the First
Supplemental Indenture thereto, dated as of March 20, 2002 (as so supplemented,
the "Indenture," which term includes any future indentures supplemental
thereto), between the Company and U.S. Bank National Association, as Trustee
(the "Trustee," which term includes any successor trustee or trustees under the
Indenture), to which Indenture 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 Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered.
This Security is one of the series of Debt Securities designated as "5 1/2%
Senior Notes due March 15, 2007" (the "Securities") limited initially in
aggregate principal amount to $300,000,000, subject to the provisions of the
Indenture.
This Security shall be redeemable at the option of the Company, at any time
in whole or from time to time in part, at a Redemption Price equal to the sum of
100% of the aggregate principal amount being redeemed, accrued but unpaid
interest thereon to the Redemption Date, and the Make-Whole Amount, if any, with
respect thereto; provided, however, that installments of interest on this
Security due on an Interest Payment Date which occurs on or before any
Redemption Date shall be payable to the Holder of this Security as of the close
of business on the Regular Record Date immediately preceding such Interest
Payment Date. If the Company has given notice as provided in the Indenture and
made funds available for redemption of this Security if called for redemption on
the Redemption Date, this Security will cease to bear interest on that
Redemption Date and the only right of the Holder of this Security will be to
receive payment of the Redemption Price. The Company shall give written notice
of any redemption of this Security to the Holder of this Security at the
addresses of such Holder, as shown in the Security Register, not more than 60
nor less than 30 days prior to the Redemption Date. The notice of redemption
will specify, among other items, the Redemption Price and the aggregate
principal amount of the Securities to be
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redeemed. If less than all of the Outstanding Securities are to be redeemed,
then the Trustee shall select the Securities to be redeemed in principal amounts
of $1,000 or integral multiples of $1,000 by lot, pro rata or by another method
the Trustee considers fair and appropriate.
Notwithstanding anything contained in the Indenture to the contrary,
"Make-Whole Amount", "Reinvestment Rate" and "Statistical Release", as used with
respect to this Security, shall have the following meaning:
"Make Whole Amount" means, in connection with any redemption of this
Security, the excess, if any, of (a) the aggregate present value as of the date
of such redemption of each dollar of principal hereof 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 semiannual 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 (b) the
aggregate principal hereof being redeemed.
"Reinvestment Rate" means .15% plus the arithmetic mean of the yields under
the heading "Week Ending" published in the most recent Statistical Release under
the caption "Treasury Constant Maturities" for the maturity, rounded to the
nearest month, corresponding to the remaining life to maturity, as of the
redemption date, of the principal hereof being redeemed. If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For the purposes of calculating the
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 required determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
Interest payable on this Security on any Interest Payment Date, Stated
Maturity Date and Redemption Date, as the case may be, will be the amount of
interest accrued during the applicable Interest Period.
An "Interest Period" is each period from and including the immediately
preceding Interest
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Payment Date (or from and including March 25, 2002 in the case of the initial
Interest Period) to but excluding the applicable Interest Payment Date, Stated
Maturity Date or the Redemption Date, as the case may be. If any Interest
Payment Date, Stated Maturity Date or Redemption Date falls on a day that is not
a Business Day, principal, Make-Whole Amount, if any, and interest payable on
such date will be paid on the succeeding Business Day with the same force and
effect as if it were paid on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such date to such
succeeding Business Day.
"Business Day" means any day, other than a Saturday or a Sunday, on which
banking institutions in New York, New York are not required or authorized by law
or executive order to close.
If an Event of Default with respect to Securities shall occur and be
continuing, the principal of the Securities may, and in certain cases, shall be
declared 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 Debt 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 not less than a majority in principal amount of
the Securities at the time Outstanding of all series to be affected (voting as
one class). The Indenture also provides that, regarding the Debt Securities of
any series, the Holders of not less than a majority in principal amount of the
Debt Securities at the time Outstanding of such series may waive certain past
defaults and their consequences on behalf of the Holders of all Debt Securities
of such 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.
No reference herein to the Indenture and no provisions 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 any Make-Whole Amount
and interest on this Security at the times, place and rate, and in the coin or
currency, herein and in the Indenture provided; subject, however, to the
provisions for the discharge of the Company from its obligations under the
Securities upon satisfaction of the conditions set forth in the Indenture.
As provided in the Indenture and subject to certain limitations herein and
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 in any place where the principal of and
Make-Whole Amount, if any, and interest on this Security are payable, when 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 attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for a like aggregate
principal amount and tenor will be issued to the designated transferee or
transferees.
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The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any larger amount that is an integral multiple of
$1,000. As provided in the Indenture and subject to certain limitations herein
and therein set forth, Securities are exchangeable for a like aggregate
principal amount and tenor of Securities of a different authorized denomination,
upon surrender of the Securities to be exchanged at the office or agency of the
Company in any place where the principal of and Make-Whole Amount, if any, and
interest on this Security are payable .
No service charge shall be made for any registration of transfer or
exchange of this Security, 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 none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
This Security is not subject to a sinking fund requirement.
As provided in the Indenture, no recourse shall be had for the payment of
the principal of or Make-Whole Amount or the interest on this Security, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement of the Company in the Indenture, against any incorporator, direct or
indirect stockholder, officer or director, as such, past, present or future, of
the Company or of any successor corporation (either directly or through the
Company or any such successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all liability, if any, of that character
against every such incorporator, stockholder, officer and director being by the
acceptance hereof, and as a condition of and as part of the consideration for
the issue hereof, expressly waived and released.
The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.
Except as otherwise provided herein, all terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
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 under its corporate seal.
COSTCO WHOLESALE CORPORATION
By: ___________________________
Executive Vice President
Attest:
__________________________
Assistant Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated and issued under
the within mentioned Indenture.
Dated: March __, 2002
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:_____________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on 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 UNIF GIFT MIN ACT
TEN ENT -- as tenants by the
entireties with right
of survivorship and not _______________Custodian
as tenants in common (Cust)
JT TEN -- as joint tenants
with right of survivor-
ship and not as tenants
in common (Minor)
Under Uniform Gifts
to Minor Act
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
_____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
the within Security of Costco Wholesale Corporation, and irrevocably constitutes
and appoints__________________________________________________________________
to transfer said Security on the books of the within named Company, with full
power of substitution in the premises.
Dated: _____ _________________________________________________________________
_________________________________________________________________
The signature to this assignment must correspond with the name as
written upon the face of the Security in every particular without
alteration or enlargement, or any change whatsoever.
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Security Registrar,
which requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Security Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as
amended.