Exhibit 4
FIXED RATE SENIOR DEBENTURE
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT $150,000,000
No. 1
BURLINGTON INDUSTRIES, INC.
FIXED RATE SENIOR DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY"), 55 WATER STREET, NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUED DISCOUNT ("OID") RULES.
ISSUE PRICE: 99.402% OPTION TO ELECT REPAYMENT:
[ X ] YES [ ] NO
INTEREST RATE: 7.25%
OPTIONAL REPAYMENT DATES: August 1,
ORIGINAL ISSUE DATE: AUGUST 1, 1997 2007
MINIMUM DENOMINATION:
STATED MATURITY DATE: AUGUST 1, 2027 [X] $1,000
[ ] Other:
SPECIFIED CURRENCY:
United States Dollars: ADDITIONAL AMOUNTS: NOT APPLICABLE
[X] YES [ ] NO DEFEASANCE: [X] YES [ ] NO
FOREIGN CURRENCY: NOT APPLICABLE COVENANT DEFEASANCE: [X] YES [ ] NO
EXCHANGE RATE AGENT: NOT
APPLICABLE TOTAL AMOUNT OF OID: NOT APPLICABLE
OPTION TO RECEIVE PAYMENTS IN INITIAL ACCRUAL PERIOD OID: NOT
SPECIFIED CURRENCY OTHER THAN U.S. APPLICABLE
DOLLARS: [ ] YES [X] NO
OPTIONAL INTEREST RATE RESET:
INTEREST PAYMENT DATES IF OTHER [ ] YES [X] NO
THAN FEBRUARY 1 AND AUGUST 1: NOT
APPLICABLE OPTIONAL INTEREST RATE RESET DATES:
NOT APPLICABLE
REGULAR RECORD DATES IF OTHER THAN
JANUARY 15 AND JULY 15: NOT SINKING FUND: NOT APPLICABLE
APPLICABLE
OPTIONAL COMPANY REDEMPTION:
[X] YES [ ] NO
INITIAL COMPANY REDEMPTION DATE:
AUGUST 2, 2007
INITIAL COMPANY REDEMPTION
PERCENTAGE: 100%
ANNUAL REDEMPTION PERCENTAGE
REDUCTION: NOT APPLICABLE
OTHER/DIFFERENT PROVISIONS: NOT
APPLICABLE
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BURLINGTON INDUSTRIES, INC., a Delaware corporation (herein referred to as
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $150,000,000 (One hundred and
fifty million Dollars) on the Stated Maturity Date shown above (except to the
extent redeemed or repaid prior to the Stated Maturity Date) and to pay
interest, if any, thereon at the Interest Rate shown above from August 1, 1997
or from the most recent Interest Payment Date to which interest, if any, has
been paid or duly provided for, semi-annually on February 1 and August 1 of each
year (unless other Interest Payment Dates are shown on the face hereof) (each,
an "Interest Payment Date") until the principal hereof is paid or made available
for payment and on the Stated Maturity Date, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the "Maturity Date"
with respect to the principal repayable on such date); provided, however, that
any payment of principal (or premium, if any) or interest, if any, to be made on
any Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or the Maturity Date,
as the case may be, and no additional interest, if any, shall accrue on the
amount so payable as a result of such delayed payment. For purposes of this
Security, unless otherwise specified on the face hereof, "Business Day" means
each Monday, Tuesday, Wednesday, Thursday and Friday that, in The City of New
York, is not a day on which banking institutions are authorized or obligated by
law or executive order to be closed; provided that, if the specified currency
shown above (the "Specified Currency") is other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or obligated by law
or executive order to be closed in the city which is the principal financial
center of the country or countries of such currency (or, in the case of
Debentures denominated in ECU, Brussels).
Any interest hereon is accrued from, and including, the next preceding
Interest Payment Date in respect of which interest, if any, has been paid or
duly provided for (or from, and including, August 1, 1997, if no interest has
been paid) to, but excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on January 15 or July 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are specified on the
face hereof) (each, a "Regular Record Date"); provided, however, that, if this
Security was issued between a Regular Record
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Date and the initial Interest Payment date relating to such Regular Record Date,
interest, if any, for the period beginning on August 1, 1997 and ending on such
initial Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder hereof on such
next succeeding Regular Record Date; and provided further that interest, if any,
payable on the Maturity Date will be payable to the person to whom the principal
hereof shall be payable. Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to on
the reverse hereof), notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner, all as more fully provided in the
Indenture.
Unless otherwise specified above, all payments in respect of this Security
will be made in U.S. dollars regardless of the Specified Currency unless the
Holder hereof makes the election described below. If the Specified Currency is
other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse
hereof) will arrange to convert all payments in respect hereof into U.S. dollars
in the manner described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all payments in such
Specified Currency by delivery of a written request to the corporate trust
office of the Trustee in The City of New York, on or prior to the applicable
Regular Record Date or at least 16 days prior to the Maturity Date, as the case
may be. Such request may be in writing (mailed or hand delivered) or by cable,
telex or other form of facsimile transmission. The Holder hereof may elect to
receive payment in such Specified Currency for all principal, premium, if any,
and interest, if any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Regular Record Date or at least 16 days
prior to the Maturity Date, as the case may be.
Notwithstanding the foregoing, if the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency and any such outstanding
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election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, the
obligations of the Company with respect to payments on this Security shall, in
all cases, be deemed immediately following such redenomination to provide for
payment of that amount of redominated currency representing the amount of such
obligations immediately before such redenomination. In no event shall any
adjustment be made to any amount payable hereunder as a result of any change in
the value of the Specified Currency relative to any other currency due solely to
fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed The Bank of New York at its office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this Security (other
than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; provided, however, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder may provide appropriate
instructions to the Trustee, and all such payments will be made in immediately
available funds to an account maintained by the payee with a bank, but only if
such bank has appropriate facilities therefor. Unless otherwise specified above,
the principal hereof (and premium, if any) and interest, if any, hereon payable
on the Maturity Date will be paid in immediately available funds upon surrender
of this Security at the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at such other location
as may be specified above). The Company will pay any administrative costs
imposed by banks in making payments in immediately available funds but, except
as otherwise provided under Additional Amounts above, any tax, assessment or
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governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.
Interest on this Security, if any, will be computed on the basis of a 360-
day year of twelve 30-day months.
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 by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
BURLINGTON INDUSTRIES, INC.
By: -------------------------------
[SEAL]
Attest: ____________________________
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------
Authorized Signatory
Dated:
----------------------
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[REVERSE OF DEBENTURE]
BURLINGTON INDUSTRIES, INC.
FIXED RATE SENIOR DEBENTURE
SECTION 1. General. This Security is one of a duly authorized issue of
securities (herein called the "Securities") of the Company, issued and to be
issued in one or more series under an indenture dated as of September 1, 1995,
as it may be supplemented from time to time (herein called the "Indenture"),
between the Company and The Bank of New York, as successor to Wachovia Bank of
North Carolina, N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof which is unlimited in aggregate
principal amount.
SECTION 2. Payments. If the Specified Currency is other than U.S. dollars
and the Holder hereof fails to elect payment in such Specified Currency, the
amount of U.S. dollar payments to be made in respect hereof will be determined
by the Exchange Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The City of New York
at approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date by the Exchange Rate Agent for the
purchase by the Exchange Rate Agent of the Specified Currency for U.S. dollars
for settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Securities denominated in a Foreign Currency
scheduled to receive U.S. dollar payments and at which the Exchange Rate Agent
commits to execute a contract. If such bid quotation is not available, payments
will be made in such Specified Currency.
Except as set forth below, if the Specified Currency is other than U.S.
dollars and the Specified Currency is not available due to the imposition of
exchange controls or to other circumstances beyond the Company's control, or is
no longer used by the government of the country issuing such currency or for
settlement of transactions by public institutions of or within the international
banking community, the Company will be entitled to make payments in U.S. dollars
on the basis of the noon buying rate in The City of New York for cable
8
transfers of such Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business day prior to the applicable payment date or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated above.
If payment on this Security is required to be made in ECU and ECU is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or is no longer used in the European Monetary
System, all payments due on that due date with respect to this Security shall be
made in U.S. dollars. The amount so payable on any date in ECU shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each of
the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate, or as otherwise indicated
above.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies, each of which shall have a
value on the date of division equal to the amount of the former Component
divided by the number of currencies into which that currency was divided.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided that any
determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Exchange Rate Agent shall have no liability therefor.
All currency exchange costs will be borne by the Company unless the Holder
of this Security has made the election to receive payments in the Specified
Currency. In that case, the Holder shall bear its pro rata portion of currency
9
exchange costs, if any, by deductions from payments otherwise due to such
Holder.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the currency
of the United States of America.
SECTION 3. Redemption at the Option of the Company. The Debentures will be
redeemable as a whole or in part, at the option of the Company at any time on or
after August 2, 2007 (a "Company Redemption Date") , at a redemption price equal
to the greater of (i) 100% of the principal amount of the Debentures to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Company Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to the date of
redemption.
"Treasury Rate" means, with respect to any Company 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 Company Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures 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 Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Comparable Treasury Price" means, with respect to any Company 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 Company 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 Company Redemption Date,
after excluding the highest and lowest such Reference Treasury
10
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 Company 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 Company Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers Inc 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 shall substitute
therefor another Primary Treasury Dealer.
Notice of any Company redemption shall be mailed not less than 30 days nor
more than 60 days prior to any Company Redemption Date to each Holder of
Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after any Company Redemption Date interest will cease to accrue on the
Debentures or portions thereof called for redemption.
SECTION 4. Repayment. The Debentures will be redeemable on August 1, 2007
(the "Redemption Date"), at the option of the Holders thereof, at 100% of their
principal amount, together with interest payable to the date of redemption. Less
than the entire principal amount of any Debenture may be redeemed on the
Redemption Date, provided the principal amount which is to be redeemed is equal
to $1,000 or an integral multiple of $1,000.
The Depository or its nominee, as registered holder of the Debentures, will
be entitled to tender the Debentures on the Redemption Date for repayment.
During the period from and including June 1, 2007 to and including July 1, 2007,
the Depository will receive instructions from its participants (acting on behalf
of owners of beneficial interests in the Debentures) to tender the Debentures
for repayment under the Depository's procedures. Such tenders for repayment will
be made by the Depository, provided that the Depository receives instructions
from tendering participants by Noon on July 1, 2007. The Depository will notify
the Paying Agent by the close of business on July 1, 2007 as to the aggregate
principal amount of the Debentures, if any, for which the Depository shall have
received instructions to tender for repayment. OWNERS OF BENEFICIAL
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INTERESTS IN DEBENTURES WHO WISH TO EFFECTUATE THE TENDER AND REPAYMENT OF SUCH
DEBENTURES MUST INSTRUCT THEIR RESPECTIVE DEPOSITORY PARTICIPANT OR PARTICIPANTS
AT A REASONABLE PERIOD OF TIME IN ADVANCE OF JULY 1, 2007.
If at any time the use of a book-entry only system through the Depository
(or any successor securities depository) is discontinued with respect to the
Debentures, tenders for repayment of any Debenture on the Redemption Date shall
be made according to the following procedures. The Company must receive at the
principal office of the Paying Agent, during the period from and including June
1, 2007 to and including the July 1, 2007 (i) the Debenture with the form
entitled "Option to Elect Repayment" on the reverse of the Debenture duly
completed; or (ii)(x) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or a trust company in the United
States of America, setting forth the name of the registered holder of the
Debenture, the principal amount of the Debenture, the amount of the Debenture to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Debenture to be repaid, with the form entitled
"Option to Elect Repayment" on the reverse of the Debenture duly completed, will
be received by the Company not later than five business days after the date of
such telegram, telex, facsimile transmission or letter; and (y) such Debenture
and form duly completed are received by the Company by such fifth business day.
Any such notice received by the Company during the period from and including
June 1, 2007 to and including July 1, 2007 shall be irrevocable. All questions
as to the validity, eligibility (including time or receipt) and the acceptance
of any Debenture for repayment will be determined by the Company, whose
determination will be final and binding.
For all purposes of this section, if July 1, 2007 is not a business day, it
shall be deemed to refer to the next succeeding business day.
SECTION 5. Discount Securities. If this Security (such a Security being
referred to as a "Discount Security") (a) has been issued at an Issue Price
lower, by more than a de minimis amount (as determined under United States
federal income tax rules applicable to original issue discount instruments),
than the principal amount hereof and (b) would be considered an original issue
discount security for United States federal income tax purposes, then the amount
payable on this Security in the event of redemption by the Company, repayment at
the option of the Holder or acceleration of the maturity hereof, in lieu of the
principal amount due at the Stated Maturity Date hereof, shall be the Amortized
Face Amount (as defined below) of this Security as of the date of such
redemption,
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repayment or acceleration. The "Amortized Face Amount" of this Security shall be
the amount equal to the sum of (a) the Issue Price (as set forth on the face
hereof) plus (b) the aggregate of the portions of the original issue discount
(the excess of the amounts considered as part of the "stated redemption price at
maturity" of this Security within the meaning of Section 1273(a)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issuer Price of this Security) which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Security to the
date of determination, minus (c) any amount considered as part of the "stated
redemption price at maturity" of this Security which has been paid on this
Security from the date of issue to the date of determination.
SECTION 6. Modification and Waivers; Obligation of the Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of Outstanding Securities affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the Holders
of not less than a majority in principal amount of all Outstanding Securities of
any series to waive on behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
The Securities are unsecured and rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the
currency herein prescribed.
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SECTION 7. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
SECTION 8. Minimum Denomination. Unless otherwise provided on the face
hereof, this Security is issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
SECTION 9. Registration of Transfer. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security forms a part, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of like authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security
being referred to as a "Global Security"), and (i) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to the Company or (ii)
an Event of Default occurs, the Company will issue Securities in certificated
form in exchange for this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have Securities represented
by a Global Security and, in such event, will issue Securities in certificated
form in exchange in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount
to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of
$1,000 (or such other Minimum Denomination specified on the face hereof) or any
amount in excess thereof which is an integral multiple of $1,000 (or such
Minimum Denomination) and will be issued in registered form only, without
coupons.
14
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
SECTION 10. Events of Default. If an Event of Default with respect to the
Securities of the series of which this Security forms a part shall have occurred
and be continuing, the principal of this Security may be declared due and
payable in the manner and with the effect provided in the Indenture.
SECTION 11. Defined Terms. All terms used in this Security which are
defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
SECTION 12. Governing Law. This Security shall be governed by, and
construed in accordance with, the law of the State of new York excluding (to the
greatest extent permitted by law) any rule of law that would cause the
application of the laws of any jurisdiction other than the State of New York.
------------------
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ..............Custodian................
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
...............................................
(State)
Additional abbreviations may also be used though not in the above list.
------------------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------
- -----------------------------------------------------
Please print or type name and address, including zip code of assignee
- -----------------------------------------------------
the within Security of BURLINGTON INDUSTRIES, INC. and all rights thereunder and
does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.
Dated
---------------------------
SIGNATURE GUARANTEED:
--------------------------------------------
Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer
Agent Medallion Program ("STAMP") or
such other "signature guarantee program"
as may be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
----------------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Security in every particular, without alteration or
enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at 100% of the principal amount of this Security to be repaid plus
accrued interest to the date of repayment.
Date:__________________________ __________________________________
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE
GUARANTEED -- required only if
Securities are to be issued and delivered to
other than the registered Holder]
Signature
Guaranteed:__________________
Signatures must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program ("STAMP") or such
other "signature guarantee program" as may
be determined by the Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange
Act of 1934, as amended.
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Securities if to be issued
than the principal amount of otherwise than to the
this Security (principal registered Holder:
amount remaining must be an
authorized denomination) Name:
----------------------------
$_______________________________
Address:
----------------------------
----------------------------
(Please print name and
address including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
----------------------------