EXHIBIT 4.1
TRICON GLOBAL RESTAURANTS, INC.
OFFICERS' CERTIFICATE
Pursuant to Section 2.1 and Section 2.3(a) of the Indenture, dated as of
May 1, 1998 (the "Indenture"), between TRICON Global Restaurants, Inc., a North
Carolina corporation (the "Company"), and Bank One Trust Company, N.A., as
successor trustee (the "Trustee"), the undersigned, Denise L. Ramos, Senior Vice
President and Treasurer of the Company, and Matthew M. Preston, Vice President
and Assistant General Counsel of the Company hereby certify on behalf of the
Company as follows:
1. AUTHORIZATION. The establishment of two series of Securities of the
Company has been approved and authorized in accordance with the provisions of
the Indenture pursuant to a resolution adopted by the Board of Directors of the
Company on September 22, 1997.
2. COMPLIANCE WITH COVENANTS AND CONDITIONS PRECEDENT. All covenants and
conditions precedent provided for in the Indenture relating to the establishment
of the two series of Securities have been complied with.
3. TERMS. The terms of the two series of Securities established pursuant to
this Officers' Certificate shall be as follows:
(i) TITLES. The titles of the two series of Securities are (i) the
"8.500% Senior Notes due April 15, 2006" (the "Five-Year Notes") and (ii) the
"8.875% Senior Notes due April 15, 2011" (the "Ten-Year Notes" and, together
with the Five-Year Notes, the "Notes").
(ii) AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount of
each of the Five-Year Notes and the Ten-Year Notes which may be authenticated
and delivered pursuant to the Indenture (except for Notes (i) authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 of the
Indenture or (ii) which, pursuant to Section 2.4 of the Indenture, are deemed
never to have been authenticated and delivered) is $200,000,000 and
$650,000,000, respectively.
(iii) REGISTERED SECURITIES IN BOOK-ENTRY FORM. Each of the Notes will
be issued in book-entry form ("Book-Entry Notes") and represented by one or more
global notes (the "Global Notes") in fully registered form, without coupons. The
initial Depositary with respect to the Global Notes will be The Depository Trust
Company, New York, New York ("DTC"), as Depositary for the accounts of its
participants. So long as the Depositary for a Global Note, or its nominee, is
the registered owner of the Global Note, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Notes in
book-entry form represented by such Global Note for all purposes under the
Indenture. Book-Entry Notes will not be exchangeable for Notes in definitive
form ("Definitive Notes") except
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that, if the Depositary with respect to any Global Note or Notes is at any time
unwilling or unable to continue as Depositary and a successor Depositary is not
appointed by the Company within 90 days, the Company will issue Definitive Notes
in exchange for the Book-Entry Notes represented by any such Global Note or
Notes. In addition, the Company may at any time and in its sole discretion
determine not to have a Global Note or Notes, and, in such event, will issue
Definitive Notes in exchange for the Book-Entry Notes represented by such Global
Note or Notes in accordance with the provisions of Section 2.8 of the Indenture.
(iv) PERSONS TO WHOM INTEREST PAYABLE. Interest will be payable to the
Person in whose name a Note is registered at the close of business (whether or
not a Business Day) on the Regular Record Date with respect to such Note, except
for interest payable on a Note surrendered for redemption as set forth in
paragraph (viii) below.
(v) STATED MATURITY. The principal amounts of the Five-Year Notes and
the Ten-Year Notes will be payable on April 15, 2006 and April 15, 2011,
respectively, subject to earlier redemption as set forth in paragraph (viii)
below.
(vi) RATE OF INTEREST; INTEREST PAYMENT DATES; REGULAR RECORD DATES;
ACCRUAL OF INTEREST. The Five-Year Notes and the Ten-Year Notes will bear
interest at the rate of 8.500% and 8.875%, respectively, per annum. Interest on
the Notes will be payable semiannually in arrears April 15 and October 15 of
each year (each, an "Interest Payment Date"), commencing on October 15, 2001.
The Regular Record Date shall be April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. The Notes
will bear interest from April 12, 2001, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for until the principal
thereof is paid or made available for payment. Interest payments shall be the
amount of interest accrued from and including the most recent Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including April 12, 2001, if no interest has been paid or duly provided for
with respect to such Note), to but excluding the next succeeding Interest
Payment Date.
(vii) PLACE OF PAYMENT; REGISTRATION OF TRANSFER AND EXCHANGE; NOTICES
TO COMPANY. Payment of the principal of and interest on the Notes will be made
at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The
City of New York, or at any other office or agency designated by the Company for
such purpose; PROVIDED, that at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the register of Securities; and PROVIDED, FURTHER,
that the Holder of the Notes shall be entitled to receive payments of principal
of and interest on the Notes by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date.
The Notes may be presented for exchange and registration of transfer
at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The
City of New York, or at the office of any transfer agent hereafter designated by
the Company for such purpose. Notices and demands to or upon the Company in
respect of the Notes and the Indenture may be served at
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TRICON Global Restaurants, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213,
Attention: Treasurer.
(viii) REDEMPTION. The Notes are not entitled to any mandatory
redemption or sinking fund payments. However, the Notes of each series will be
redeemable, at the option of the Company, in whole at any time or in part from
time to time, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed and (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined herein) on the Notes to
be redeemed discounted to the date of redemption, on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months), at the Treasury
Rate (as defined herein) plus 37.5 basis points in the case of the Five-Year
Notes and 50 basis points in the case of the Ten-Year Notes, plus, in each case
accrued interest thereon to the date of redemption; PROVIDED, HOWEVER, that the
installments of interest whose Stated Maturity is prior to the relevant
Redemption Date shall be payable to the Holders of such Notes, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record 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 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 one of the
Reference Treasury Dealers (as defined herein) appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption
Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Banc One Capital Markets, Inc. or their affiliates which
are primary U.S. Government securities dealers and their respective successors
and, at the option of the Company, additional Primary Treasury Dealers;
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"), the
Company shall substitute therefor another Primary Treasury Dealer.
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"Remaining Scheduled Payments" means, with respect to any Note of any
series, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related Redemption Date but for
such redemption; PROVIDED, HOWEVER, that, if such Redemption Date is not an
interest payment date with respect to such Note of such series, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming 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.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption. If less than all of the Notes of a series are to be
redeemed, the Notes (or portions thereof) to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.
(ix) DENOMINATIONS. The Notes are issuable in denominations of $1,000
and integral multiples thereof.
(x) SECURITY REGISTER; PAYING AGENT. The register of Securities for
the Notes will be initially maintained at the Corporate Trust Office of the
Trustee. The Company hereby appoints the Trustee as the initial Paying Agent.
(xi) FORM. The Five-Year Notes and the Ten-Year Notes will be in
substantially the forms set forth in Exhibits A and B, respectively, attached
hereto and may have such other terms as are provided in such forms.
Capitalized terms used in this Officers' Certificate and not otherwise
defined herein shall have the meanings set forth in the Indenture.
Each of the undersigned, for himself or herself, states that he or she has
read and is familiar with the provisions of Article Two of the Indenture
relating to the establishment of a series of Securities thereunder and the
establishment of a form of Security representing a series of Securities
thereunder and, in each case, the definitions therein relating thereto; that he
or she is generally familiar with the other provisions of the Indenture and with
the affairs of the Company and its acts and proceedings and that the statements
and opinions made by him or her in this Certificate are based upon such
familiarity; and that he or she has made such examination or investigation as is
necessary to enable him or her to determine whether or not the covenants and
conditions referred to above have been complied with; and in his or her opinion,
such covenants and conditions have been complied with.
Insofar as this Certificate relates to legal matters it is based upon the
Opinion of Counsel
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delivered to the Trustee contemporaneously herewith pursuant
to Section 2.4 of the Indenture and relating to the Notes.
IN WITNESS WHEREOF, the undersigned have hereunto signed this Certificate
on behalf of the Company as of this 12th day of April, 2001.
TRICON GLOBAL RESTAURANTS, INC.
By: /s/ Denise L. Ramos
--------------------------------
Name: Denise L. Ramos
Title: Senior Vice President
and Treasurer
By: /s/ Matthew M. Preston
--------------------------------
Name: Matthew M. Preston
Title: Vice President and
Assistant General Counsel
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EXHIBIT A
Form of Five-Year Note
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("DTC") to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
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 since the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED TRICON GLOBAL RESTAURANTS, INC. REGISTERED
8.5% SENIOR NOTE DUE April 15, 2006
NO. R- Principal Amount: $____________
CUSIP: 895953 AC 1
TRICON Global Restaurants, Inc., a corporation duly organized and existing
under the laws of the State of North Carolina (herein referred to as the
"Company," which term includes any successor corporation under the Indenture as
hereinafter referred to) for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of DOLLARS, on
April 15, 2006 and to pay interest thereon from April 12, 2001 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for semiannually in arrears on April 15 and October 15, in each
year, commencing on October 15, 2001 at the rate of 8.5% per annum, until the
principal hereof is paid or made 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 (as defined herein), be paid to the
person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date, which shall
be the April 1 or October 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not punctually paid or duly provided for
on any Interest Payment Date (herein called "Defaulted Interest") will
forthwith cease to be payable to the Holder on the Regular Record Date with
respect to such Interest Payment 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 for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given
to Holders of Notes 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 Notes 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 and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, and at any other
office or agency maintained by the Company for such purpose, 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; PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in
the register of Securities; and PROVIDED, FURTHER, that the Holder of this
Note shall be entitled to receive payments of principal of and interest on
this Note by wire transfer of immediately available funds, if appropriate
wire transfer instructions have been received in writing by the Trustee not
less than 15 days prior to the applicable payment date.
Reference is hereby made to the further provisions of this Note set forth
herein, which further provisions shall for all proposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed
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authenticating agent 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, TRICON Global Restaurants, Inc. has caused this
instrument to be signed by the manual signature of its Chairman of the Board,
one of its Vice Chairmen, its President or one of its Vice Presidents, or the
Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.
TRICON GLOBAL RESTAURANTS, INC.
(SEAL)
By: ____________________________
Name: Denise L. Ramos
Title: Senior Vice President
and Treasurer
ATTEST:
By: _______________________
Name: Matthew M. Preston
Title: Assistant Secretary
Dated: April 12, 2001
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A., as Trustee
By: ____________________________
Authorized Signatory
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TRICON GLOBAL RESTAURANTS, INC.
8.5% SENIOR NOTE DUE APRIL 15, 2006
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued pursuant
to such Indenture. This Note is one of a series designated by the Company as its
8.5% Senior Notes due April 15, 2006, limited in aggregate principal amount to
$200,000,000.
The Company issued this Note pursuant to an Indenture, dated as of May 1,
1998 (herein called the "Indenture"), between the Company and Bank One Trust
Company, N.A., as successor Trustee (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 Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.
The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of any
authorized denomination, as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at any office or agency described
below where the Notes may be presented for registration of transfer.
Interest on the Notes shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
The Notes are not entitled to any mandatory redemption or sinking fund
payments. However, the Notes are redeemable, at the option of the Company, in
whole at any time or in part from time to time, on at least 30 but not more than
60 days prior notice mailed to DTC, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of the Notes and (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined herein) on the Notes
discounted to the date of redemption, on a semiannual basis, at the Treasury
Rate (as defined herein) plus 37.5 basis points plus accrued interest thereon to
the date of redemption.
If money sufficient to pay the Redemption Price of and accrued interest on
all Notes (or portions thereof) is deposited with the Trustee on or before the
Redemption Date and certain other conditions are satisfied, on and after such
date interest will cease to accrue on the Notes (or such portions thereof)
called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term 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 the Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers (as defined herein) appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption
Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Banc One Capital Markets, Inc. or their affiliates which
are primary U.S. Government securities dealers and their respective successors
and, at the option of
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the Company, additional Primary Treasury Dealers; 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"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on the Notes that would be due after the related
Redemption Date but for such redemption; PROVIDED, HOWEVER, that, if such
Redemption Date is not an interest payment date with respect to such Notes, the
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming 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.
Notwithstanding the foregoing, installments of interest whose Stated
Maturity is prior to the Redemption Date of any Note will be payable to the
Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Date referred to above, all as
provided in the Indenture.
All notices of redemption shall state the Redemption Date, the Redemption
Price, if fewer than all the Outstanding Notes are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Notes to be redeemed, that on the Redemption Date the
Redemption Price will become due and payable upon each Note, or portion thereof,
to be redeemed, that interest on each Note, or portion thereof, called for
redemption will cease to accrue on the Redemption Date and the place or places
where Notes may be surrendered for redemption. If fewer than all of the Notes
are to be redeemed at any time, selection of such Notes for redemption will be
made by the Trustee by such method as the Trustee shall deem fair and
appropriate.
In the event of redemption of this Note in part only, a new Note or Notes
of like tenor for the unredeemed portion hereof will be issued in authorized
denominations in the name of the Holder hereof upon the cancellation hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
this Note shall relate, in the case that this Note is redeemed or to be redeemed
by the Company only in part to that portion of the principal amount of this Note
that has been or is to be redeemed.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. Holders of Notes may
not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture 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.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight, 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.
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The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the United States government, and
which are not subject to prepayment, redemption or call, with the Trustee in
trust solely for the benefit of the Holders of all Outstanding Notes, to defease
the Indenture with respect to such Notes, and upon such deposit the Company
shall be deemed to have paid and discharged its entire indebtedness on such
Notes. Thereafter, Holders would be able to look only to such trust fund for
payment of principal and interest at the Stated Maturity or Redemption Date, as
the case may be. The Indenture also permits, in certain circumstances therein
specified, the Company to be released from certain of its obligations under the
Indenture on the terms and subject to the conditions therein provided.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the register of Securities,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York, or at such
other offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any
transfer).
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
person in whose name this Note is registered 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.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America, including without limitation, New York General Obligations Law Sections
5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, 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 _________ Custodian _________ - Under Uniform Gifts to Minor Act (State)
(Cust.) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivor-ship and
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
-----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Employer
Identification number of assignee
- --------------------------
- -
- --------------------------
- -------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated: __________________ ________________________
Signature
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
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EXHIBIT B
Form of Ten-Year Note
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("DTC") to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
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 since the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED TRICON GLOBAL RESTAURANTS, INC. REGISTERED
8.875% SENIOR NOTE DUE April 15, 2011
NO. R- Principal Amount: $____________
CUSIP: 895953 AD 9
TRICON Global Restaurants, Inc., a corporation duly organized and existing
under the laws of the State of North Carolina (herein referred to as the
"Company," which term includes any successor corporation under the Indenture as
hereinafter referred to) for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of DOLLARS, on
April 15, 2011 and to pay interest thereon from April 12, 2001 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for semiannually in arrears on April 15 and October 15, in each
year, commencing on October 15, 2001 at the rate of 8.875% per annum, until
the principal hereof is paid or made 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 (as defined herein), be paid to the
person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date, which shall
be the April 1 or October 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not punctually paid or duly provided for
on any Interest Payment Date (herein called "Defaulted Interest") will
forthwith cease to be payable to the Holder on the Regular Record Date with
respect to such Interest Payment 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 for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given
to Holders of Notes 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 Notes 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 and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, and at any other
office or agency maintained by the Company for such purpose, 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; PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in
the register of Securities; and PROVIDED, FURTHER, that the Holder of this
Note shall be entitled to receive payments of principal of and interest on
this Note by wire transfer of immediately available funds, if appropriate
wire transfer instructions have been received in writing by the Trustee not
less than 15 days prior to the applicable payment date.
Reference is hereby made to the further provisions of this Note set forth
herein, which further provisions shall for all proposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed
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authenticating agent 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, TRICON Global Restaurants, Inc. has caused this
instrument to be signed by the manual signature of its Chairman of the Board,
one of its Vice Chairmen, its President or one of its Vice Presidents, or the
Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.
TRICON GLOBAL RESTAURANTS, INC.
(SEAL)
By: ___________________________
Name: Denise L. Ramos
Title: Senior Vice President and
Treasurer
ATTEST:
By: _______________________
Name: Matthew M. Preston
Title: Assistant Secretary
Dated: April 12, 2001
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A., as Trustee
By: _________________________
Authorized Signatory
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TRICON GLOBAL RESTAURANTS, INC.
8.875% SENIOR NOTE DUE April 15, 2011
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued pursuant
to such Indenture. This Note is one of a series designated by the Company as its
8.875% Senior Notes due April 15, 2011, limited in aggregate principal amount to
$650,000,000.
The Company issued this Note pursuant to an Indenture, dated as of May 1,
1998 (herein called the "Indenture"), between the Company and Bank One Trust
Company, N.A., as successor Trustee (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 Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.
The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of any
authorized denomination, as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at any office or agency described
below where the Notes may be presented for registration of transfer.
Interest on the Notes shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
The Notes are not entitled to any mandatory redemption or sinking fund
payments. However, the Notes are redeemable, at the option of the Company, in
whole at any time or in part from time to time, on at least 30 but not more than
60 days prior notice mailed to DTC, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of the Notes and (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined herein) on the Notes
discounted to the date of redemption, on a semiannual basis, at the Treasury
Rate (as defined herein) plus 50 basis points plus accrued interest thereon to
the date of redemption.
If money sufficient to pay the Redemption Price of and accrued interest on
all Notes (or portions thereof) is deposited with the Trustee on or before the
Redemption Date and certain other conditions are satisfied, on and after such
date interest will cease to accrue on the Notes (or such portions thereof)
called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term 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 the Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers (as defined herein) appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption
Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Banc One Capital Markets, Inc. or their affiliates which
are primary U.S. Government securities dealers and their respective successors
and, at the option of
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the Company, additional Primary Treasury Dealers; 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"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on the Notes that would be due after the related
Redemption Date but for such redemption; PROVIDED, HOWEVER, that, if such
Redemption Date is not an interest payment date with respect to such Notes, the
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming 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.
Notwithstanding the foregoing, installments of interest whose Stated
Maturity is prior to the Redemption Date of any Note will be payable to the
Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Date referred to above, all as
provided in the Indenture.
All notices of redemption shall state the Redemption Date, the Redemption
Price, if fewer than all the Outstanding Notes are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Notes to be redeemed, that on the Redemption Date the
Redemption Price will become due and payable upon each Note, or portion thereof,
to be redeemed, that interest on each Note, or portion thereof, called for
redemption will cease to accrue on the Redemption Date and the place or places
where Notes may be surrendered for redemption. If fewer than all of the Notes
are to be redeemed at any time, selection of such Notes for redemption will be
made by the Trustee by such method as the Trustee shall deem fair and
appropriate.
In the event of redemption of this Note in part only, a new Note or Notes
of like tenor for the unredeemed portion hereof will be issued in authorized
denominations in the name of the Holder hereof upon the cancellation hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
this Note shall relate, in the case that this Note is redeemed or to be redeemed
by the Company only in part to that portion of the principal amount of this Note
that has been or is to be redeemed.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. Holders of Notes may
not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture 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.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight, 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.
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The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the United States government, and
which are not subject to prepayment, redemption or call, with the Trustee in
trust solely for the benefit of the Holders of all Outstanding Notes, to defease
the Indenture with respect to such Notes, and upon such deposit the Company
shall be deemed to have paid and discharged its entire indebtedness on such
Notes. Thereafter, Holders would be able to look only to such trust fund for
payment of principal and interest at the Stated Maturity or Redemption Date, as
the case may be. The Indenture also permits, in certain circumstances therein
specified, the Company to be released from certain of its obligations under the
Indenture on the terms and subject to the conditions therein provided.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the register of Securities,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York, or at such
other offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any
transfer).
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
person in whose name this Note is registered 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.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America, including without limitation, New York General Obligations Law Sections
5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, 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 _________ Custodian _________ - Under Uniform Gifts to Minor Act (State)
(Cust.) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivor- ship and
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
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FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification number of assignee
- --------------------------
- -
- --------------------------
- -------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated: ________________ __________________________________
Signature
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
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