TRICON GLOBAL RESTAURANTS, INC.
OFFICERS' CERTIFICATE
Pursuant to Section 2.1 and Section 2.3(a) of the Indenture, dated
as of May 1, 1998 (the "Indenture"), between TRICON Global Restaurants, Inc.,
a North Carolina corporation (the "Company"), and The First National Bank of
Chicago, as trustee (the "Trustee"), the undersigned Robert C. Lowes, Chief
Financial Officer, and Sandra S. Wijnberg, Senior Vice President and
Treasurer of the Company hereby certify on behalf of the Company as follows:
1. AUTHORIZATION. The establishment of two series of Securities
of the Company has been approved and authorized in accordance with the
provisions of the Indenture pursuant to a resolution adopted by the Board of
Directors of the Company on September 22, 1997.
2. COMPLIANCE WITH COVENANTS AND CONDITIONS PRECEDENT. All
covenants and conditions precedent provided for in the Indenture relating to
the establishment of the two series of Securities have been complied with.
3. TERMS. The terms of the two series of Securities established
pursuant to this Officers' Certificate shall be as follows:
(i) TITLES. The titles of the two series of Securities are (i)
the "7.45% Senior Notes due May 15, 2005" (the "Seven-Year Notes") and
(ii) the "7.65% Senior Notes due May 15, 2008" (the "Ten-Year Notes" and,
together with the Seven-Year Notes, the "Notes").
(ii) AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount
of each of the Seven-Year Notes and the Ten-Year Notes which may be
authenticated and delivered pursuant to the Indenture (except for Notes (i)
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9,
2.11, 3.6, 9.5 or 10.3 of the Indenture or (ii) which, pursuant to Section
2.4 of the Indenture, are deemed never to have been authenticated and
delivered) is $350,000,000 and $250,000,000, respectively.
(iii) REGISTERED SECURITIES IN BOOK-ENTRY FORM. Each of the
Notes will be issued in book-entry form ("Book-Entry Notes") and
represented by one or more global notes (the "Global Notes") in fully
registered form, without coupons. The initial Depositary with respect to
the Global Notes will be The Depository Trust Company, New York, New York
("DTC"), as Depositary for the accounts of its participants. So long as
the Depositary for a Global Note, or its nominee, is the registered owner
of the Global Note, the Depositary or its nominee, as the case may be, will
be considered the sole owner or holder of the Notes in book-entry form
represented by such Global Note for all purposes under the Indenture.
Book-Entry Notes will not be exchangeable for Notes in definitive form
("Definitive Notes") except that, if the Depositary with respect to any
Global Note or Notes is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company
within 90 days, the Company will issue Definitive Notes in exchange for the
Book-Entry Notes represented by any such Global Note or Notes. In
addition, the Company may at any time and in its sole discretion determine
not to have a Global Note or Notes, and, in such event, will issue
Definitive Notes in exchange for the Book-Entry Notes represented by such
Global Note or Notes in accordance with the provisions of Section 2.8 of
the Indenture.
(iv) PERSONS TO WHOM INTEREST PAYABLE. Interest will be payable
to the Person in whose name a Note is registered at the close of business
(whether or not a Business Day) on the Regular Record Date with respect to
such Note, except for interest payable on a Note surrendered for redemption
as set forth in paragraph (viii) below.
(v) STATED MATURITY. The principal amounts of the Seven-Year
Notes and the Ten-Year Notes will be payable on May 15, 2005 and May 15,
2008, respectively, subject to earlier redemption as set forth in paragraph
(viii) below.
(vi) RATE OF INTEREST; INTEREST PAYMENT DATES; REGULAR RECORD
DATES; ACCRUAL OF INTEREST. The Seven-Year Notes and the Ten-Year Notes
will bear interest at the rate of 7.45% and 7.65%, respectively, per annum.
Interest on the Notes will be payable semiannually in arrears May 15 and
November 15 of each year (each, an "Interest Payment Date"), commencing on
November 15, 1998. The Regular Record Date shall be April 30 or October 31
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. The Notes will bear interest from May 6, 1998 in
the case of the Seven-Year Notes, and from May 5, 1998 in the case
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of the Ten-Year Notes, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for until the principal
thereof is paid or made available for payment. Interest payments shall be
the amount of interest accrued from and including the most recent Interest
Payment Date in respect of which interest has been paid or duly provided
for (or from and including May 6, 1998 in the case of the Seven-Year Notes
and from and including May 5, 1998 in the case of the Ten-Year Notes, if
no interest has been paid or duly provided for with respect to such Note),
to but excluding the next succeeding Interest Payment Date.
(vii) PLACE OF PAYMENT; REGISTRATION OF TRANSFER AND EXCHANGE;
NOTICES TO COMPANY. Payment of the principal of and interest on the Notes
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose; PROVIDED, that at the option of
the Company, payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the register
of Securities; and PROVIDED, FURTHER, that the Holder of the Notes shall be
entitled to receive payments of principal of and interest on the Notes by
wire transfer of immediately available funds, if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
days prior to the applicable payment date.
The Notes may be presented for exchange and registration of
transfer at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at the office of any transfer agent
hereafter designated by the Company for such purpose. Notices and demands
to or upon the Company in respect of the Notes and the Indenture may be
served at TRICON Global Restaurants, Inc., 1441 Gardiner Lane, Louisville,
Kentucky 40213, Attention: Treasurer.
(viii) REDEMPTION. The Notes are not entitled to any mandatory
redemption or sinking fund payments. However, the notes of each series will
be redeemable, at the option of the Company, in whole at any time or in
part from time to time, at a Redemption Price equal to the greater of (i)
100% of the principal amount of the Notes to be redeemed and (ii) the sum
of the present values of the Remaining Scheduled Payments (as defined
herein) on the Notes to be redeemed discounted to the date of redemption,
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months), at
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the Treasury Rate (as defined herein) plus 37.5 basis points in the case
of the Seven-Year Notes and 50 basis points in the case of the Ten-Year
Notes, plus, in each case accrued interest thereon to the date of
redemption; PROVIDED, HOWEVER, that the installments of interest whose
Stated Maturity is prior to the relevant Redemption Date shall be payable
to the Holders of such Notes, or one or more Predecessor Securities, of
record at the close of business on the relevant Regular Record Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes. "Independent
Investment Banker" means one of the Reference Treasury Dealers (as defined
herein) appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (A) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all
such Quotations. "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such
Redemption Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and their respective successors and, at the option of
the
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Company, additional Primary Treasury Dealers; PROVIDED, HOWEVER, that
if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to any Note of any
series, the remaining scheduled payments of the principal thereof to be
redeemed and interest thereon that would be due after the related
Redemption Date but for such redemption; PROVIDED, HOWEVER, that, if such
Redemption Date is not an interest payment date with respect to such Note
of such series, the amount of the next succeeding scheduled interest
payment thereon will be reduced by the amount of interest accrued thereon
to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price,
on and after the Redemption Date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the
Notes of a series are to be redeemed, the Notes (or portions thereof) to be
redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.
(ix) DENOMINATIONS. The Notes are issuable in denominations of
$1,000 and integral multiples thereof.
(x) SECURITY REGISTER; PAYING AGENT. The register of Securities
for the Notes will be initially maintained at the Corporate Trust Office of
the Trustee. The Company hereby appoints the Trustee as the initial Paying
Agent.
(xi) FORM. The Seven-Year Notes and the Ten-Year Notes will be
in substantially the forms set forth in Exhibits A and B, respectively,
attached hereto and may have such other terms as are provided in such
forms.
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Capitalized terms used in this Officers' Certificate and not otherwise
defined herein shall have the meanings set forth in the Indenture.
Each of the undersigned, for himself or herself, states that he or
she has read and is familiar with the provisions of Article Two of the
Indenture relating to the establishment of a series of Securities thereunder
and the establishment of a form of Security representing a series of
Securities thereunder and, in each case, the definitions therein relating
thereto; that he or she is generally familiar with the other provisions of
the Indenture and with the affairs of the Company and its acts and
proceedings and that the statements and opinions made by him or her in this
Certificate are based upon such familiarity; and that he or she has made such
examination or investigation as is necessary to enable him or her to
determine whether or not the covenants and conditions referred to above have
been complied with; and in his or her opinion, such covenants and conditions
have been complied with.
Insofar as this Certificate relates to legal matters it is based
upon the Opinion of Counsel delivered to the Trustee contemporaneously
herewith pursuant to Section 2.4 of the Indenture and relating to the Notes.
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IN WITNESS WHEREOF, the undersigned have hereunto signed this
Certificate on behalf of the Company as of this 30th day of April, 1998.
TRICON GLOBAL RESTAURANTS, INC.
By: /s/ Robert C. Lowes
-------------------------------
Name: Robert C. Lowes
Title: Chief Financial Officer
By: /s/ Sandra S. Wijnberg
-------------------------------
Name: Sandra S. Wijnberg
Title: Senior Vice President
and Treasurer
EXHIBIT A
Form of Seven-Year Note
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company, New York, New York ("DTC") to
the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of DTC and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
REGISTERED TRICON GLOBAL RESTAURANTS, INC. REGISTERED
7.45% SENIOR NOTE DUE MAY 15, 2005
NO. R- Principal Amount: $
CUSIP: 895953 AA 5
TRICON Global Restaurants, Inc., a corporation duly organized and
existing under the laws of the State of North Carolina (herein referred to as
the "Company," which term includes any successor corporation under the
Indenture as hereinafter referred to) for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of
DOLLARS, on May 15, 2005 and to pay interest thereon from May 6, 1998 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for semiannually in arrears on May 15 and November 15, in each year,
commencing on November 15, 1998 at the rate of 7.45% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture (as defined herein), be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date, which shall
be the April 30 or October 31 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not punctually paid or duly
provided for on any Interest Payment Date (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal and interest on this Note will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, and at any other office or agency maintained by the Company for
such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the
register of Securities; and PROVIDED, FURTHER, that the Holder of this Note
shall be entitled to receive payments of principal of and interest on this
Note by wire transfer of immediately available funds, if appropriate wire
transfer instructions have been received in writing by the Trustee not less
than 15 days prior to the applicable payment date.
Reference is hereby made to the further provisions of this Note set forth
herein, which further provisions shall for all proposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, TRICON Global Restaurants, Inc. has caused this
instrument to be signed by the manual signature of its Chairman of the Board,
one of its Vice Chairmen, its President or one of its Vice Presidents, or the
Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.
TRICON GLOBAL RESTAURANTS, INC.
(SEAL)
By:
-------------------------------
Name:
Title:
ATTEST:
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Title:
Dated: May 6, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:
-------------------------------
Authorized Signatory
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TRICON GLOBAL RESTAURANTS, INC.
7.45% SENIOR NOTE DUE MAY 15, 2005
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to), issued and to be
issued pursuant to such Indenture. This Note is one of a series designated
by the Company as its 7.45% Senior Notes due May 15, 2005, limited in
aggregate principal amount to $350,000,000. The Indenture does not limit the
aggregate principal amount of the Securities.
The Company issued this Note pursuant to an Indenture, dated as of May
1, 1998 (herein called the "Indenture"), between the Company and The First
National Bank of Chicago, 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 Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered.
The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate principal amount of Notes of like tenor
of any authorized denomination, as requested by the Holder surrendering the
same, upon surrender of the Note or Notes to be exchanged at any office or
agency described below where the Notes may be presented for registration of
transfer.
The Notes are not entitled to any mandatory redemption or sinking fund
payments. However, the Notes are redeemable, at the option of the Company,
in whole at any time or in part from time to time, on at least 30 but no more
than 60 days prior written notice mailed to DTC, at a Redemption Price equal
to the greater of (i) 100% of the principal amount of the Notes and (ii) the
sum of the present values of the Remaining Scheduled Payments (as defined
herein) on the Notes discounted to the date of redemption, on a semiannual
basis, at the Treasury Rate (as defined herein) plus 37.5 basis points plus
accrued interest thereon to the date of redemption. Interest on the Notes
shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
If money sufficient to pay the Redemption Price of and accrued interest
on all Notes (or portions thereof) is deposited with the Trustee on or before
the Redemption Date and certain other conditions are satisfied, on and after
such date interest will cease to accrue on the Notes (or such portions
thereof) called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means one of
the Reference Treasury Dealers (as defined herein) appointed by the Company.
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"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and their respective successors and, at the option of the
Company, additional Primary Treasury Dealers; PROVIDED, HOWEVER, that if any
of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on the Notes that would be due after the
related Redemption Date but for such redemption; PROVIDED, HOWEVER, that, if
such Redemption Date is not an interest payment date with respect to such
Notes, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to such Redemption
Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
Notwithstanding the foregoing, installments of interest whose Stated
Maturity is prior to the Redemption Date of any Note will be payable to the
Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Date referred to above, all
as provided in the Indenture.
All notices of redemption shall state the Redemption Date, the
Redemption Price, if fewer than all the Outstanding Notes are to be redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Notes to be redeemed, that on the Redemption Date
the Redemption Price will become due and payable upon each Note, or portion
thereof, to be redeemed, that interest on each Note, or portion thereof,
called for redemption will cease to accrue on the Redemption Date and the
place or places where Notes may be surrendered for redemption. If fewer than
all of the Notes are to be redeemed at any time, selection of such Notes for
redemption will be made by the Trustee by such method as the Trustee shall
deem fair and appropriate.
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In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the unredeemed portion hereof will be issued in
authorized denominations in the name of the Holder hereof upon the
cancellation hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company
of this Note shall relate, in the case that this Note is redeemed or to be
redeemed by the Company only in part to that portion of the principal amount
of this Note that has been or is to be redeemed.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. Holders of Notes
may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under
the Indenture of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
a majority in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight, of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all
Outstanding Notes, cash or direct obligations of, or obligations the
principal of and interest on which are fully guaranteed by, the United States
government, and which are not subject to prepayment, redemption or call, with
the Trustee in trust solely for the benefit of the Holders of all Outstanding
Notes, to defease the Indenture with respect to such Notes, and upon such
deposit the Company shall be deemed to have paid and discharged its entire
indebtedness on such Notes. Thereafter, Holders would be able to look only to
such trust fund for payment of principal and interest at the Stated Maturity
or Redemption Date, as the case may be. The Indenture also permits, in
certain circumstances therein specified, the Company to be released from
certain of its obligations under the Indenture on the terms and subject to
the conditions therein provided.
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As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of
Securities, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at such other offices or agencies as the Company may designate, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any
transfer).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America, including without limitation, New York General Obligations Law
Sections 5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
-------- ---------
(Cust.) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivor- Under Uniform Gifts
ship and not as tenants in common to Minor Act
(State)
Additional abbreviations may also be used though not in the above list.
_______________________
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification number of assignee
- -----------------------------------
---- ----
- -----------------------------------
- -------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
-------------------------------- -------------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
7
EXHIBIT B
Form of Ten-Year Note
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company, New York, New York ("DTC") to
the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of DTC and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
REGISTERED TRICON GLOBAL RESTAURANTS, INC. REGISTERED
7.65% SENIOR NOTE DUE MAY 15, 2008
NO. R- Principal Amount: $
CUSIP: 895953 AB 3
TRICON Global Restaurants, Inc., a corporation duly organized and
existing under the laws of the State of North Carolina (herein referred to as
the "Company," which term includes any successor corporation under the
Indenture as hereinafter referred to) for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of
DOLLARS, on May 15, 2008 and to pay interest thereon from May 5, 1998 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for semiannually in arrears on May 15 and November 15, in each
year, commencing on November 15, 1998 at the rate of 7.65% per annum, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture (as defined herein), be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date, which shall
be the April 30 or October 31 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not punctually paid or duly
provided for on any Interest Payment Date (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal and interest on this Note will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, and at any other office or agency maintained by the Company for
such purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the
register of Securities; and PROVIDED, FURTHER, that the Holder of this Note
shall be entitled to receive payments of principal of and interest on this
Note by wire transfer of immediately available funds, if appropriate wire
transfer instructions have been received in writing by the Trustee not less
than 15 days prior to the applicable payment date.
Reference is hereby made to the further provisions of this Note set
forth herein, which further provisions shall for all proposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, TRICON Global Restaurants, Inc. has caused this
instrument to be signed by the manual signature of its Chairman of the Board,
one of its Vice Chairmen, its President or one of its Vice Presidents, or the
Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries.
TRICON GLOBAL RESTAURANTS, INC.
(SEAL)
By:
-----------------------------------
Name:
Title:
ATTEST:
By: By:
----------------------------------- -----------------------------------
Name: Name:
Title: Title:
Dated: May 5, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By:
-----------------------------------
Authorized Signatory
2
TRICON GLOBAL RESTAURANTS, INC.
7.65% SENIOR NOTE DUE MAY 15, 2008
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to), issued and to be
issued pursuant to such Indenture. This Note is one of a series designated
by the Company as its 7.65% Senior Notes due May 15, 2008, limited in
aggregate principal amount to $250,000,000. The Indenture does not limit the
aggregate principal amount of the Securities.
The Company issued this Note pursuant to an Indenture, dated as of May
1, 1998 (herein called the "Indenture"), between the Company and The First
National Bank of Chicago, 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 Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered.
The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate principal amount of Notes of like tenor
of any authorized denomination, as requested by the Holder surrendering the
same, upon surrender of the Note or Notes to be exchanged at any office or
agency described below where the Notes may be presented for registration of
transfer.
The Notes are not entitled to any mandatory redemption or sinking fund
payments. However, the Notes are redeemable, at the option of the Company,
in whole at any time or in part from time to time, on at least 30 but no more
than 60 days prior written notice mailed to DTC, at a Redemption Price equal
to the greater of (i) 100% of the principal amount of the Notes and (ii) the
sum of the present values of the Remaining Scheduled Payments (as defined
herein) on the Notes discounted to the date of redemption, on a semiannual
basis, at the Treasury Rate (as defined herein) plus 50 basis points plus
accrued interest thereon to the date of redemption. Interest on the Notes
shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
If money sufficient to pay the Redemption Price of and accrued interest
on all Notes (or portions thereof) is deposited with the Trustee on or before
the Redemption Date and certain other conditions are satisfied, on and after
such date interest will cease to accrue on the Notes (or such portions
thereof) called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means one of
the Reference Treasury Dealers (as defined herein) appointed by the Company.
3
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Chase
Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and their respective successors and, at the option of the
Company, additional Primary Treasury Dealers; PROVIDED, HOWEVER, that if any
of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on the Notes that would be due after the
related Redemption Date but for such redemption; PROVIDED, HOWEVER, that, if
such Redemption Date is not an interest payment date with respect to such
Notes, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to such Redemption
Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
Notwithstanding the foregoing, installments of interest whose Stated
Maturity is prior to the Redemption Date of any Note will be payable to the
Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Date referred to above, all
as provided in the Indenture.
All notices of redemption shall state the Redemption Date, the
Redemption Price, if fewer than all the Outstanding Notes are to be redeemed,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Notes to be redeemed, that on the Redemption Date
the Redemption Price will become due and payable upon each Note, or portion
thereof, to be redeemed, that interest on each Note, or portion thereof,
called for redemption will cease to accrue on the Redemption Date and the
place or places where Notes may be surrendered for redemption. If fewer than
all of the Notes are to be redeemed at any time, selection of such Notes for
redemption will be made by the Trustee by such method as the Trustee shall
deem fair and appropriate.
4
In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the unredeemed portion hereof will be issued in
authorized denominations in the name of the Holder hereof upon the
cancellation hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company
of this Note shall relate, in the case that this Note is redeemed or to be
redeemed by the Company only in part to that portion of the principal amount
of this Note that has been or is to be redeemed.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. Holders of Notes
may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under
the Indenture of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
a majority in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight, of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all
Outstanding Notes, cash or direct obligations of, or obligations the
principal of and interest on which are fully guaranteed by, the United States
government, and which are not subject to prepayment, redemption or call, with
the Trustee in trust solely for the benefit of the Holders of all Outstanding
Notes, to defease the Indenture with respect to such Notes, and upon such
deposit the Company shall be deemed to have paid and discharged its entire
indebtedness on such Notes. Thereafter, Holders would be able to look only to
such trust fund for payment of principal and interest at the Stated Maturity
or Redemption Date, as the case may be. The Indenture also permits, in
certain circumstances therein specified, the Company to be released from
certain of its obligations under the Indenture on the terms and subject to
the conditions therein provided.
5
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of
Securities, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at such other offices or agencies as the Company may designate, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any
transfer).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America, including without limitation, New York General Obligations Law
Sections 5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
-------- ---------
(Cust.) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivor- Under Uniform Gifts
ship and not as tenants in common to Minor Act
(State)
Additional abbreviations may also be used though not in the above list.
_______________________
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification number of assignee
- -----------------------------------
---- ----
- -----------------------------------
- -------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- -------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
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Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.