FORM OF NOTE
Exhibit 4
CUSIP NO. 532457AT5
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ISIN US532457AT56
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Common Code 013283559
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UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE 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.,
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 IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE
OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
ELI LILLY AND COMPANY
5.50% Note due 2006
REGISTERED
NO. R-1 $ 400,000,000.00
ELI LILLY AND COMPANY, an Indiana corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS
($400,000,000.00) on July 15, 2006, upon surrender of this Global Note at the
office or agency of the Company for such payment in The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest on said principal sum until maturity at the rate of 5.50% per annum, at
such office or agency, in like coin or currency, semi-annually on January 15 and
July 15 of each year, commencing January 15, 2002, until the date on which
payment of said principal sum has been made or duly provided for; 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 Note Register. Such interest shall be payable from the January 15
or the July 15 as the case may be, next preceding the date hereof to which
interest has been paid, unless the date hereof is a January 15 or July 15 to
which interest has been paid, in which case from the date hereof, or unless the
date hereof is prior to the payment of any interest on the Notes, in which case
from July 12,
2001; provided, however, that if the Company shall default in payment of the
interest due on such January 15 or July 15 then from the January 15 or July 15
to which interest has been paid or, if no interest has been paid on the Notes,
from July 12, 2001. The interest payable hereon on any interest payment date
shall be payable to the person in whose name this Note is registered at the
close of business on the last day of the calendar month preceding the month in
which such interest payment is due, except as otherwise provided in the
Indenture hereinafter referred to.
The provisions of this Note are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, ELI LILLY AND COMPANY has caused this
Instrument to be signed manually or by facsimile signature of its President or
one of its Vice Presidents and by its Secretary or one of its Assistant
Secretaries, and a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated: July 12, 2001.
ELI LILLY AND COMPANY
By:
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Name: Thomas W. Grein
Title: Vice President and Treasurer
By:
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Name: James B. Lootens
Title: Assistant Secretary
This is one of the Notes of the series designated herein
issued under the Indenture described herein.
CITIBANK, N.A.,
as Trustee
By:
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Authorized Officer
FORM OF REVERSE OF NOTE
This Note is one of a duly authorized issue of a series of
debt securities (the "Securities") of the Company, designated as its 5.50% Notes
due 2006 (the "Notes"). The Notes are limited to $400,000,000 aggregate
principal amount and the Securities, including the Notes, are all issued or to
be issued under and pursuant to the Indenture dated as of February 1, 1991
(herein called the "Indenture"), duly executed and delivered by the Company to
Citibank, N.A., as Trustee (herein called the "Trustee"), to which Indenture and
all Board Resolutions (as defined in the Indenture) as provided therein,
reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
holders of the Notes.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing with respect to the Notes, the principal
hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture. The Indenture provides that the holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the holders of all of the Notes waive any past default under the Indenture and
its consequences, except a default in the payment of the principal of or
interest on any of the Notes, in the manner and to the extent provided in the
Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with consent of the holders of not less than a majority of the
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture with respect to the Notes, or
modifying in any manner the rights of the holders of the Notes; provided,
however, that no supplemental indenture shall (i) extend the maturity of any
Note, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or make the principal thereof or interest
thereon payable in any coin or currency other than that in the Notes provided,
without the consent of the holder of each Note so affected, or (ii) reduce the
aforesaid percentage of Notes, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of all Notes
then outstanding.
The Notes do not have a sinking fund.
The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days' notice by mail, in whole or in part, at
the election of the Issuer at any time or from time to time, at a redemption
price equal to the greater of the following amounts:
(i) 100% of the principal amount of the Securities being
redeemed on the redemption date; and
(ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the
Securities being redeemed on the redemption date (not
including the amount, if any, of accrued and unpaid
interest to the redemption date) discounted to the
redemption date on a semiannual basis at the Treasury
Rate (as defined below), as determined by the
Reference Treasury Dealer (as defined below) plus
12.5 basis points;
plus, in each case, accrued and unpaid interest on the Securities 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.
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 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 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 the 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) J.P. Morgan Securities
Inc. or Salomon Smith Barney 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture or of any Board Resolution 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 time and place and at the rate and
in the coin or currency herein prescribed.
This Note is transferable by the registered holder hereof in
person or by his attorney duly authorized in writing on the books of the Company
at the office or agency to be maintained by the Company for that purpose in The
City of New York, but only in the manner, subject to the limitations and upon
payment of any tax or governmental charge for which the Company may require
reimbursement as provided in the Indenture, and upon surrender and cancellation
of this Note. Upon any registration of transfer, a new registered Note or Notes,
of authorized denomination or denominations, and in the same aggregate principal
amount, will be issued to the transferee in exchange therefor.
The Company, the Trustee, any paying agent and any Note
registrar may deem and treat the registered holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notations of ownership or other writing hereon made by anyone other than the
Note registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Note registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto or any Board Resolution, against an incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.