EXHIBIT 4.6(a)
NCR CORPORATION
7.125% Senior Note due 2009
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.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT
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OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
No. REGS-1 U.S.$0
CUSIP No.: U62886 AA 1
ISIN No.: USU62886AA18
NCR Corporation, a corporation duly organized and existing under the laws
of Maryland (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum set
forth above or such other principal sum on the Schedule attached hereto (which
shall not exceed U.S.$300,000,000) on June 15, 2009, and to pay interest thereon
from June 6, 2002 or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on June 15 and
December 15 in each year, commencing December 15, 2002, at the rate of 7.125%
per annum, until the principal hereof is paid or made available for payment;
provided, however, in the event (each such event in clauses (i) through (iii)
below, being referred to as a "Registration Default") that: (i) the Company is
permitted under the law and currently prevailing interpretations of the
Securities and Exchange Commission's (the "Commission") staff to effect the
Registered Exchange Offer and (A) the Exchange Offer Registration Statement is
not filed with the Commission on or prior to the 90th day following the Issue
Date, (B) the Exchange Offer Registration Statement is not declared effective on
or prior to the 150th day following the Issue Date, or (C) the Registered
Exchange Offer is not consummated on or prior to the 200th day following the
Issue Date; (ii) in the event the Company is required to file a Shelf
Registration Statement and the Shelf Registration Statement (A) is not filed
with the Commission on or prior to the date specified in Section 2 of the
Registration Agreement, or (B) is not declared effective by the Commission on or
prior to the date specified in Section 2 of the Registration Agreement; or (iii)
after a Registration Statement is declared effective, (A) such Registration
Statement ceases to be effective prior to the end of the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, or (B) such
Registration Statement or the related Prospectus ceases to be useable in
connection with resales of the Securities covered by such Registration Statement
prior to the end of the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable then, in the event of a Registration Default
under clause (i) or (ii) above, Additional Interest shall accrue on the
Securities affected thereby over and above the interest rate set forth in the
title to the Securities from and including the next day following each such
Registration Default, in each case at a rate equal to 0.25% per annum and, in
the event of a Registration Default under clause (iii) above, if the aggregate
number of days in any consecutive 12-month period for which the Registration
Statement shall not be usable exceeds 90 days in the aggregate, then Additional
Interest shall accrue on the Securities affected thereby over and above the
interest rate set forth in the title to the Securities from and including the
next day following the 90th such day at a rate equal to 0.25% per annum;
provided, that the aggregate Additional Interest will in no event exceed 0.25%
per annum. "Additional Interest" means any interest that accrues pursuant to
clauses (i), (ii)
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and/or (iii) above. Additional Interest attributable to a Registration Default
shall cease to accrue once such Registration Default is cured.
The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semiannual interest
payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.
The interest (and Additional Interest, if any) 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 any predecessor
thereto) is registered at the close of business on the regular record date for
such interest, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such interest payment date.
Any such interest not so punctually paid or duly provided for 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 Security (or any predecessor thereto) 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 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 the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
Payment of the principal of (and premium, if any) and interest (and
Additional Interest, if any) on this Security 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, 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 Security Register or by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest
Payment Date.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[Signatures appear on next page]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
NCR CORPORATION
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.
Dated: _______________, 2002
THE BANK OF NEW YORK,
as Trustee
By:
---------------------------------
Authorized Signatory
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[FORM OF REVERSE SIDE OF SECURITY]
7.125% Senior Note due 2009
Section 1. Indenture
The Company issued the Securities under an Indenture, dated as of June 1,
2002, between the Company and the Trustee, and Supplemental Indenture No. 1
thereto, dated as of June 6, 2002 (collectively, the "Indenture"). The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act as in effect on the date of
the Indenture. Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Securityholders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms and
provisions.
The Securities are unsecured obligations of the Company initially limited
to $300,000,000 aggregate principal amount at any one time outstanding. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities and
Private Exchange Securities issued in exchange for Initial Securities. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture.
Section 2. Optional Redemption
The Securities may be redeemed at the option of the Company, in whole or in
part, at any time or from time to time. The redemption price for the Securities
to be redeemed on any redemption date will be equal to the greater of: (i)100%
of the principal amount of the Securities being redeemed on the redemption date;
or (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities being redeemed on that redemption
date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis at the
Treasury Rate, plus 37.5 basis points, as determined by the Reference Treasury
Dealer, plus, in either case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Securities that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the
registered Holders as of the close of business on the relevant record date
according to the Securities and the Indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Company shall mail notice of any redemption at least 30 days but not
more than 60 days before the redemption date to each registered Holder of the
Securities to be redeemed. Once notice of redemption is mailed, the Securities
called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to the
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
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for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the securities 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 securities.
"Comparable Treasury Price" means, with respect to any redemption date, (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 three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.
"Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or Banc One
Capital Markets, Inc. (or their respective affiliates which are Primary Treasury
Dealers), 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"), the Company will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s)
selected by the Company.
"Reference Treasury Dealer Quotation" 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. (New York
City time) on the third business day preceding such redemption date.
Section 3. Sinking Fund
The Securities are not subject to any sinking fund.
Section 4. Notice of Redemption
Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in whole multiples of $1,000 of principal amount. If money sufficient to
pay the redemption price of and accrued and unpaid interest and liquidated
damages, if any, on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions as specified in the Indenture are satisfied,
on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.
Section 5. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the
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Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to the mailing of a
notice of redemption of Securities to be redeemed.
Section 6. Persons Deemed Owners
The registered Holder of this Security may be treated as the owner of it
for all purposes.
Section 7. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
Section 8. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.
Section 9. Trustee Dealings with the Company
Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.
Section 10. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.
Section 11. Authentication
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
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Section 12. Governing Law
THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF, EXCEPT TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
Section 13. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
Section 14. Holders' Compliance with Registration Agreement
Each Holder of a Security, by acceptance hereof, acknowledges and agrees to
the provisions of the Registration Agreement, including, without limitation, the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein. In the event of a
conflict between the terms of this Security and the Registration Agreement, the
terms of the Registration Agreement shall control.
The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Security.
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CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $_____________ principal amount of Securities
held in (check applicable space) ___ book-entry or ___ definitive form by
_______________________ (the "Transferor").
The Transferor (check one box below):
[ ] has requested the Trustee by written order to deliver in exchange for its
beneficial interest in the Global Security held by the Depositary a
Security or Securities in definitive, registered form of authorized
denominations in an aggregate principal amount equal to its beneficial
interest in such Global Security (or the portion thereof indicated above);
or
[ ] has requested the Trustee by written order to exchange or register the
transfer of a Security or Securities.
In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933 as amended (the "Securities Act"), the
undersigned confirms that such Securities are being transferred in accordance
with its terms:
CHECK ONE BOX BELOW
(1) [ ] to the Company; or
(2) [ ] pursuant to an effective registration statement under the
Securities Act; or
(3) [ ] inside the United States to a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act of 1933) that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer is
being made in reliance on Rule 144A, in each case pursuant to and
in compliance with Rule 144A under the Securities Act; or
(4) [ ] outside the United States in an offshore transaction within the
meaning of Regulation S under the Securities Act in compliance
with Rule 904 under the Securities Act; or
(5) [ ] to an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) that has
furnished to the Trustee a signed letter containing certain
representations and agreements; or
(6) [ ] pursuant to another available exemption from registration
provided by Rule 144 under the Securities Act.
Prior to the expiration of the period referred to in Rule 144(k), unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in
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the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Securities, such legal opinions,
certifications and other information satisfactory to the Company and the Trustee
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.
[INSERT NAME OF TRANSFEROR]
Dated:
------------------------------
By:
---------------------------------
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SCHEDULE OF EXCHANGES
The following exchanges of a part of this Book-Entry Security have been
made:
Principal Amount of this Signature of
Amount of decrease in Amount of increase in Book-Entry Security authorized signatory
Date of Principal Amount of Principal Amount of following such decrease of Trustee or
Exchange this Book-Entry Security this Book-Entry Security (or increase) Security Custodian
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
- --------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _____________________________________agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.
Date: Your Signature:
---------------------- ------------------------------------
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
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