Exhibit 4.2
CUSIP NO. 099724AB2
No. 1
GLOBAL NOTE
BORG-WARNER AUTOMOTIVE, INC.
$200,000,000
7 1/8% Senior Note due February 15, 2029
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and such
certificate issued is registered in the name of Cede & Co., or such other name
as requested by an authorized representative of the Depository, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, since the registered owner hereof, Cede & Co., has an interest herein.
Unless and until this certificate is exchanged in whole or in part for Notes in
certificated form, this certificate may not be transferred except as a whole by
the Depository to a nominee thereof or by a nominee thereof to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a
successor of the Depository or a nominee of such successor.
BORG-WARNER AUTOMOTIVE, INC., a Delaware corporation (herein referred to
asthe "Company", which term includes any successor corporation under the Inden-
ture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of $200,000,000 on February
15, 2029 (the "Maturity Date") and to pay interest thereon from February 22,
1999 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 15 and August 15 in each
year (each, an "Interest Payment Date"), commencing August 15, 1999, at 7 1/8%
per annum until the principal hereof is paid or duly provided for.
Any payment of principal or interest required to be made on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including February 22, 1999 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, to but excluding such Interest Payment Date.
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
(the "Holder") in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on the February 1 and August 1 (whether
or not a Business Day) next preceding such Interest Payment Date (a "Regular
Record Date"). Any such interest not so punctually paid or duly provided for
("Defaulted Interest") 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 Securities) is registered at the close of business
on a special record date (the "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 the Holder of this Note not less than ten days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture.
For purposes of this Note, "Business Day" means any day that is not a
Saturday or Sunday or legal holiday in New York, New York, and on which
commercial banks are open for business in New York, New York.
Payment of the principal of this Note on the Maturity Date will be made
against presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, 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 the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.
General. This Note is one of a duly authorized issue of securities (herein
called the "Securities") of the Company, issued and to be issued in one or more
series under an indenture, dated as of February 15, 1999, as it may be
supplemented from time to time (herein called the "Indenture"), between the
Company and The First National Bank of Chicago, Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to a series of which this Note is a part), 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 a duly authorized series of Securities designated as "7 1/8%
Senior Notes due February 15, 2029" (collectively, the "Notes").
Optional Redemption. This Note may be redeemed in whole at any time or in
part from time to time, at the option of the Company, at a redemption price
equal to the greater of (1) 100% of the principal amount of this Note, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on this Note discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate plus 25 basis points, plus accrued and unpaid
interest on the principal amount being redeemed to the redemption date.
Capitalized terms used in this optional redemption provision shall have the
respective meanings specified below.
"Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate will be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"Independent Investment Banker" means either Merrill Lynch, Pierce, Fenner
& Smith Incorporated or Morgan Stanley & Co. Incorporated, or, if both firms are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) Merrill Lynch, Pierce Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute for such underwriter another Primary Treasury
Dealer and (2) any other Primary Treasury Dealer selected by the Independent
Investment Banker after consultation with the Company.
Events of Default. If an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.
Modification and Waivers; Obligations of the Company Absolute. 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. Such amendment may
be effected 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 aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority in aggregate principal amount of all outstanding
Securities affected by certain provisions of the Indenture, on behalf of the
Holders of all Outstanding Securities, to waive compliance by the Company with
such provisions. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Securities of individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such consent or waiver shall be conclusive and
binding upon the Holder of this Note and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
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 times, place and rate, and in the coin or currency herein prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.
Authorized Denominations. The Notes are issuable only in registered form
without coupons in denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000.
Registration of Transfer or Exchange. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security Register upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, 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 Notes, 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 herein and
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.
This Note is a Global Security. If the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of Default
under the Indenture has occurred and is continuing, the Company will issue
Securities in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for the Global Security representing such
Security. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000 and will be issued in registered form
only, without coupons.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder 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.
Defined Terms. All terms used in this Note (except as herein otherwise
expressly provided or unless the context otherwise requires) which are defined
in the Indenture and are not otherwise defined herein shall have the meanings
assigned to them in the Indenture.
Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of New York.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, 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 under its facsimile corporate seal.
Dated: February 22, 1999
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
BORG-WARNER AUTOMOTIVE, INC.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By: /s/ William C. Cline
By: /s/ Janice Ott Rotunno Attest: /s/ Laurene H. Horiszny
Authorized Officer Secretary
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay this Security (or the portion thereof specified below),pursuant to its
terms, on the Optional Repayment Date first occurring after the date of receipt
of this Security as specified below (the "Repayment Date"), at a Repayment Price
equal to 100% of the principal amount thereof, together with interest thereon
accrued to the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security
with the Option to Elect Repayment duly completed must be received at least 30
but not more than 45 days prior to the Repayment Date (or, if such Repayment
Date is not a Business Day, the next succeeding Business Day) by the Company at
its office or agency in The City of New York, which will be located initially
at the office of the Trustee at 14 Wall Street, Eighth Floor, New York, New
York 10005.
If less than the entire principal amount of this Security is to be repaid,
specify the portion thereof (which shall be $1,000 or an integral multiple
thereof) which is to be repaid: $ .
If less than the entire principal amount of the within Security is to be
repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000; provided that any
remaining principal amount of this Security shall not be less than the Minimum
Denomination): $ .
Dated:
Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of this Security in every particular without
alterations or enlargement or any change whatsoever.