Exhibit 4.3
THE GOODYEAR TIRE & RUBBER COMPANY
OFFICERS' CERTIFICATE
---------------------
Robert W Tieken, Executive Vice President and Chief Financial Officer,
and Stephanie W Bergeron, Vice President and Treasurer, of The Goodyear Tire &
Rubber Company, an Ohio corporation (the "Company"), pursuant to Sections 2.01,
3.01 and 3.03 of the Indenture, dated as of March 1, 1999 (the "Indenture"),
between the Company and Chase Manhattan Bank, as Trustee (the "Trustee"), each
hereby certifies to the Trustee that:
I. In accordance with resolutions adopted by the Board of Directors of
the Company on February 2, 1999, October 6, 1998, August 5, 1997, December 3,
1996 and January 9, 1996, (the "Board Resolutions") and with resolutions adopted
by the Special Finance Committee of the Board of Directors of the Company on
August 10, 2001 (the "Committee Resolutions"), the Company has established a
series of Securities (as defined in the Indenture) for issuance, authentication
and delivery pursuant to the Indenture. Capitalized terms as used herein shall
have the meaning specified in the Indenture unless otherwise defined herein.
Such series of Securities shall have the following terms and conditions:
1. The series of Securities shall be known as the 7.857% Notes
due 2011 (herein the "Notes").
2. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture (other than pursuant to
Sections 3.04, 3.05, 3.06, 3.09 or 11.07 of the Indenture and other
than any Notes which, pursuant to Section 3.03 of the Indenture, are
deemed never to have been authenticated and delivered under the
Indenture) is $650,000,000.00.
3. Interest on the Notes shall be paid to The Depository Trust
Company, provided that the Company may pay interest by check mailed to
the address of the Person entitled thereto at such address as shall
appear in the Security Register at the relevant Interest Payment Date.
4. The principal amount of the Notes shall be payable on
August 15, 2011.
5. The interest rate to be borne by the Notes shall be 7.857%
per annum, payable from August 15, 2001, commencing on February 15,
2002, and on each February 15 and August 15 thereafter to and including
August 15, 2011 ("Interest
Payment Dates") and the Regular Record Date (as defined in the
Indenture) in respect of each Interest Payment Date shall be the
February 1 immediately preceding a February 15 Interest Payment Date
and the August 1 immediately preceding a August 15 Interest Payment
Date. Interest will be computed as provided in Section 3.10 of the
Indenture.
6. The payment of the principal of and any premium and
interest on the Notes shall be payable at the office or agency of the
Company maintained for that purpose, which agency shall initially be
The Depository Trust Company, New York, New York; provided that the
Company may, at its option, make payment of interest by check mailed to
the address of the Person entitled thereto as such address shall appear
in the Security Register at the relevant Interest Payment Date.
7. The Notes are subject to redemption, as a whole at any time
or in part from time to time, at the sole election of the Company, upon
not less than 30 or more than 60 days' notice by mail to the Trustee at
a Redemption Price equal to the greater of (1) 100% of their principal
amount, and (2) the sum of the present values of the Remaining
Scheduled Payments (as herein defined) thereon, discounted to the
Redemption Date, on a semiannual basis, at the Treasury Rate (as herein
defined) plus thirty-five basis points (.35%), plus in each case
accrued interest thereon to the Redemption Date. In determining the
Redemption Price and accrued interest, interest shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months. As used
herein and in the Notes, the term: (a) "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; (b) "Comparable Treasury Issue" means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the Treasury
security selected by an Independent Investment Banker as having a
maturity compared 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;
(c) "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company;
(d) "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
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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; (e) "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; and (f) "Reference
Treasury Dealer" means each of Goldman, Sachs & Co. and Salomon Smith
Barney Inc.,, and each of their successors, and, at the option of the
Company, other primary U.S. Government securities dealers in New York
City selected by the Company; and (g) "Remaining Scheduled Payments"
means, with respect to any Note, 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, the amount of the next
succeeding schedule interest payment thereon will be reduced by the
amount of interest accrued thereon to such Redemption Date. If money
sufficient to pay the redemption price of and accrued interest on all
Notes (or the portions thereof) to be redeemed on the Redemption Date
is deposited with the Trustee on or before the Redemption Date and
certain other conditions specified in the Indenture are satisfied, on
and after such date interest will cease to accrue on such Notes (or
such portions thereof) called for redemption.
8. There shall be no provision obligating the Company to
redeem or purchase the Notes pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof.
9. The Notes are issuable in denominations of $1,000 and any
integral multiple thereof. The Notes will be represented by one or more
global securities (collectively, the "Global Securities") registered in
the name of Cede & Co., a partnership nominee of The Depository Trust
Company, New York, New York (the "Depositary"), or another nominee of
the Depositary. The Global Securities may be transferred, in whole and
not in part, only to the Depositary or another nominee of the
Depositary.
The Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Notes
represented by such Global Securities to the accounts of institutions
that have accounts with the Depositary or its nominee ("participants").
Ownership of beneficial interests in the Global Securities will be
limited to participants or persons that may hold interests through
participants. Ownership of interests in such Global Securities will be
shown on, and the transfer of those ownership interests will be
effected through, records maintained
3
by the Depositary (with respect to participants' interests) and such
participants (with respect to the owners of beneficial interests in
such Global Securities).
So long as the Depositary, or its nominee, is the registered
holder and owner of the Global Securities, the Depositary or such
nominee, as the case may be, will be considered the sole owner and
holder of the Notes for all purposes under the Indenture.
The Global Securities are exchangeable for Notes in definitive
form of like tenor as such Global Securities in denominations of $1,000
and in any greater amount that is an integral multiple thereof if (i)
the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Securities or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its
discretion at any time determines not to have all of the Notes
represented by the Global Securities and notifies the Trustee thereof,
or (iii) an Event of Default has occurred and is continuing with
respect to the Notes.
10. The Notes shall be denominated in, and the principal of
and interest and premium, if any, on the Notes shall be payable only
in, United States Dollars.
11. The Redemption Price in respect of the Notes shall be
determined as follows:
That amount equal to the greater of (1) 100% of the
principal amount, and (2) the sum of the present values of the
Remaining Scheduled Payments (as herein defined) thereon,
discounted to the Redemption Date, on a semiannual basis, at
the Treasury Rate (as herein defined) plus thirty-five basis
points (.35%), plus in each case accrued interest thereon to
the Redemption Date. In determining the Redemption Price and
accrued interest, interest shall be calculated on the basis of
a 360-day year consisting of twelve 30-day months. As used
herein, the term: (a) "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; (b) "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
4
of comparable maturity to the remaining term of such Notes;
(c) "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation
with the Company; (d) "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; (e) "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; and (f) "Reference Treasury
Dealer" means each of Goldman, Sachs & Co. and Salomon Smith
Barney Inc., and each of their successors, and, at the option
of the Company, other primary U.S. Government securities
dealers in New York City selected by the Company; and (g)
"Remaining Scheduled Payments" means, with respect to any
Note, 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, the amount of
the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such
Redemption Date.
12. The principal of and any premium or interest on the Notes
shall be payable only in United States Dollars.
13. The entire principal amount of the Notes shall be payable
upon the declaration of acceleration of the Maturity of the Notes
pursuant to Section 5.02 of the Indenture in the manner and with the
effect provided in the Indenture.
5
14. Sections 13.02 and 13.03 of the Indenture shall apply to
the Notes.
15. The Notes shall be issuable in the form of, and will be
represented by one or more, global securities (collectively, the
"Global Securities") registered in the name of Cede & Co., a
partnership nominee of The Depository Trust Company, New York, New York
(the "Depositary"), or a nominee of the Depositary. The Global
Securities may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary.
The Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Notes
represented by such Global Securities to the accounts of institutions
that have accounts with the Depositary or its nominee ("participants").
Ownership of beneficial interests in the Global Securities will be
limited to participants or persons that may hold interests through
participants. Ownership of interests in such Global Securities will be
shown on, and the transfer of those ownership interests will be
effected through, records maintained by the Depositary (with respect to
participants' interests) and such participants (with respect to the
owners of beneficial interests in such Global Securities).
So long as the Depositary, or its nominee, is the registered
holder and owner of the Global Securities, the Depositary or such
nominee, as the case may be, will be considered the sole owner and
holder of the Notes for all purposes under the Indenture.
The Global Securities are exchangeable for Notes in definitive
form of like tenor as such Global Securities in denominations of $1,000
and in any greater amount that is an integral multiple thereof if (i)
the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Securities or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its
discretion at any time determines not to have all of the Notes
represented by the Global Securities and notifies the Trustee thereof,
or (iii) an Event of Default has occurred and is continuing with
respect to the Notes.
16. The Events of Default applicable to the Notes are set
forth at clauses (a), (b), (d), (e) and (f) of Sections 5.01 of the
Indenture; clauses (c) and (g) of Section 5.01 of the Indenture shall
not apply to the Notes.
17. Section 5.02 of the Indenture shall apply without
variation, except that clauses (c) and (g) of Section 5.01 of the
Indenture shall not be operative with respect to, and shall not apply
to, the Notes or to Section 5.02 of the Indenture.
18. There shall be no addition to or change in the covenants
set forth in
6
Article Ten of the Indenture which shall be operative in respect of or
apply to the Notes; there shall be no other covenant or warranty
included for the benefit of the Notes in addition to those included in
the Indenture for the benefit of all Securities of all series issued or
to be issued pursuant to the Indenture; there shall be no other
covenant or warranty included for the benefit of the Notes and there
shall be no provision that any covenant or warranty included in the
Indenture for the benefit of all Securities issued or to be issued
pursuant to the Indenture shall not be for the benefit of the Notes, or
any combination of such covenants, warranties or provisions.
19. There are no other terms of the Notes which are not
otherwise specified for all Securities issued pursuant to the
Indenture.
20. The terms and conditions of the Notes are set forth in the
form of Global Note attached to this certificate as Annex A.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
15th day of August, 2001.
/s/Robert W Tieken
------------------------------------
Robert W Tieken,
Executive Vice President and
Chief Financial Officer
/s/Stephanie W Bergeron
-----------------------------------
Stephanie W Bergeron,
Vice President and Treasurer
7
Annex A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE TRANSFERRED, WHETHER IN WHOLE OR IN PART, TO, OR
REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
THE GOODYEAR TIRE & RUBBER COMPANY
7.857% NOTE DUE 2011
CUSIP 382550 AH 4 No. GNS3- $
The Goodyear Tire & Rubber Company, a corporation duly organized
and existing under the laws of the State of Ohio (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 of DOLLARS
($ ) on August 15, 2011, and to pay interest thereon from August
15, 2001, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually on February 15 and August 15 in
each year, commencing February 15, 2002, at the rate of 7.857% 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, 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 for such interest, which shall be the
February 1 or August 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 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 whereof shall be given to Holders of Notes 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 Notes of this series 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 of (and premium, if any) and interest on
this Note will be made at the office or agency of the Company maintained for
that 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 Security Register.
Reference is hereby made to the further provisions of this Note
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 Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: August 15, 2001 THE GOODYEAR TIRE & RUBBER COMPANY
By
----------------------------------------
[Seal] Robert W. Tieken, Executive Vice President
Attest:
C. Thomas Harvie, Secretary
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
by
Authorized Officer
This Note is one of a duly authorized issue of securities of the Company (herein
called the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of March 1, 1999 (herein called the "Indenture"), between
the Company and The Chase Manhattan Bank, as 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
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof as the Company's 7.857% Notes due 2011, limited in aggregate
principal amount to Six Hundred And Fifty Million Dollars [$650,000,000.00]
(herein referred to as the "Notes").
The Notes are subject to redemption, as a whole at any time or in part from time
to time, at the sole election of the Company, upon not less than 30 or more than
60 days' notice by mail to the Trustee at a Redemption Price equal to the
greater of (1) 100% of their principal amount, and (2) the sum of the present
values of the Remaining Scheduled Payments (as herein defined) thereon,
discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate
(as herein defined) plus thirty-five basis points (.35%), plus accrued interest
thereon to the Redemption Date. In determining the Redemption Price and accured
interest, interest shall be calculated on the basis of a 360-day year consisting
of twelve 30 day months. As used herein, the term: (a) "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; (b)
"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; (c) "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company;
(d) "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; (e) "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; (f) "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and
Salomon Smith Barney Inc., and each of their successors, and, at the option of
the Company, other primary U.S. Government securities dealers in New York City
selected by the Company; and (g) "Remaining Scheduled Payments" means, with
respect to any Note, 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, the
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such Redemption Date. If money
sufficient to pay the redemption price of and accrued interest on all Notes (or
the portions thereof) to be redeemed on the Redemption Date is deposited with
the Trustee on or before the Redemption Date and certain other conditions
specified in the Indenture are satisfied, on and after such date interest will
cease to accrue on such Notes (or such portions thereof) called for redemption.
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 the name
of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness evidenced by this Security and (b) certain restrictive
covenants, in each case upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Note.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this Series may be
declared due and payable in the manner and with the effect provided in the
Indenture. "Event of Default" means any one of the events specified at clauses
(a), (b), (d), (e) and (f) of Section 5.01 of the Indenture.
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 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 principal amount of the Securities at
the time Outstanding of all series to be affected (voting as a single class).
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all 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 Security.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes of this series will be represented by one or more global
securities (collectively, the "Global Security") registered in the name of The
Depository Trust Company, New York, New York (the "Depositary"), or a nominee of
the Depositary. So long as the Depositary, or its nominee, is the registered
holder and owner of this Global Note, the Depositary or such nominee, as the
case may be, will be considered the sole owner and holder of the Notes for all
purposes under the Indenture. The Global Security may be transferred, in whole
and not in part, only to the Depositary or another nominee of the Depositary.
The Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Notes represented by such Global
Security to the accounts of institutions that have accounts with the Depositary
or its nominee ("participants"). Ownership of beneficial interests in a Global
Security will be limited to participants or persons that may hold interests
through participants. Ownership of interests in such Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary (with respect to participants'
interests) and such participants (with respect to the owners of beneficial
interests in such Global Security).
The Global Security are exchangeable for Notes in definitive form of
like tenor as such Global Security in denominations of $1,000 and in any greater
amount that is an integral multiple thereof if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company in its discretion at any time determines not to have all of the Notes of
this series represented by a Global Security and notifies the Trustee thereof,
or (iii) an Event of Default has occurred and is continuing with respect to the
Notes. Any Note that is exchangeable pursuant to the preceding sentence is
exchangeable only for Notes of this series.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
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.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.