EXHIBIT 4
(Face of Security)
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S.
DEPOSITORY OR A NOMINEE OF A U.S. DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE U.S. DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE U.S. DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY OR BY A NOMINEE OF THE
U.S. DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE OF THE U.S.
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO UNIVERSAL
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(Face of Security continued on next page)
No. R-1 CUSIP No. 91345H AP 0
UNIVERSAL CORPORATION
MEDIUM-TERM NOTES, SERIES B
(Fixed Rate)
The following terms apply to this Security, as and to the extent shown below:
PRINCIPAL AMOUNT: $8,500,000 ORIGINAL ISSUE DISCOUNT
SECURITY: Not Applicable
STATED MATURITY DATE: February 15, 2007 o Total Amount of OID: N/A
o Yield to Maturity: N/A
o Initial Accrual Period OID: N/A
SPECIFIED CURRENCY: U.S. dollars for
all payments REDEMPTION COMMENCEMENT
DATE: Not redeemable prior to stated maturity
o Payments of principal and any
premium: U.S. dollars REPAYMENT DATE(S): Not repayable prior to
stated maturity
o Payments of interest: U.S.
dollars REDEMPTION OR REPAYMENT
PRICE(S): N/A
o Exchange Rate Agent: N/A
INTEREST RATE: 6.31% per annum DEFEASANCE:
o Full Defeasance: At Company's
INTEREST PAYMENT DATES(S): Each February option
15 and August 15, commencing August 15,
2002 o Covenant Defeasance: At Company's
option
ORIGINAL ISSUE DATE: February 19, 2002
OTHER TERMS:
PLACE OF PAYMENT: Corporate Trust Office
of the Trustee in The City of New York Notwithstanding anything herein to the
contrary, the Regular Record Dates shall
be the close of business on January 15th
or July 15th (whether or not a Business
Day), as the case may be, next preceding
each Interest Payment Date.
In its sole discretion, the
Company may at a later date
issue additional debt securities
having the same terms as this Security.
Terms left blank or marked "N/A", "No", "None" or in a similar manner
do not apply to this Security except as otherwise may be specified.
Whenever used in this Security, the terms specified above that apply to
this Security have the meanings specified above, unless the context requires
otherwise. Other terms used in this Security that are not defined herein but
that are defined in the Indenture referred to in Section 1 on the reverse of
this Security are used herein as defined therein.
(Face of Security continued on next page)
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Universal Corporation, a corporation duly organized and existing under
the laws of the Commonwealth of Virginia (hereinafter called the "Company",
which term includes any successor Person under the Indenture), for value
received, hereby promises to pay to Cede & Co., or registered assigns, as
principal the Principal Amount on the Stated Maturity Date and to pay interest
thereon, from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on the Interest
Payment Date(s) in each year, commencing on the first such date that is at least
15 calendar days after the Original Issue Date, and at the Maturity of the
principal hereof, at the rate per annum equal to the Interest Rate specified on
the face hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is overdue at any
time shall also bear interest, at the rate per annum at which the principal then
bears interest (to the extent that the payment of such interest shall be legally
enforceable), from the date any such overdue amount first becomes due until it
is paid or made available for payment. Notwithstanding the foregoing, interest
on any principal, premium or installment of interest that is overdue shall be
payable on demand.
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 Security (or one or more Predecessor Securities) is
registered at the close of business on the 15th calendar day (whether or not a
Business Day, as such term is defined in Section 3 on the reverse hereof) next
preceding such Interest Payment Date (a "Regular Record Date"). Any interest so
payable, but 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 such Regular Record Date and such Defaulted Interest either may 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 for
the payment of such Defaulted Interest to be fixed by the Trustee, 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 in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Security may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Manner of Payment - Global Securities
Notwithstanding any provision of this Security or the Indenture, if
this Security is a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 of the Indenture (or such
legend as may be specified as contemplated by Section 301 for such Securities)
(Face of Security continued on next page)
-3-
(a "Global Security"), the Company may make any and all payments of principal,
premium and interest on this Security pursuant to any policies and procedures of
the U.S. Depository (hereinafter, the "Depositary") that is selected by the
Company for this Security.
Manner of Payment - Non-Global Securities - U.S. Dollars
Except as provided in the next paragraph, payment of interest that is
due on an Interest Payment Date payable on this Security in U.S. dollars will be
made by check mailed to the address of the Person shown on the Trustees' records
as of the close of business on the Regular Record Date. All other payments will
be made by check against surrender of this Security to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Paying Agent, or to any other
person or financial institution from time to time designated by the Company as
Paying Agent.
If (i) the principal of this Security is at least $1,000,000, and (ii)
the Holder entitled to receive such payment transmits a written request for such
payment to be made in the following manner to the Trustee at its Corporate Trust
Office, Attention: Capital Markets Fiduciary Services, and (iii) transmits wire
transfer instructions to the Paying Agent on or before the fifth Business Day
before the day on which such payment is to be made, the Company will pay any
amount that becomes due on this Security by wire transfer of immediately
available funds to an account at a bank in New York city, on the due date;
provided that, in the case of any such payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date), this Security must be first surrendered to the Paying
Agent. Any such request made with respect to any payment on this Security
payable to a particular Holder will remain in effect for all later payments on
this Security payable to such Holder, unless such request is revoked on or
before the fifth Business Day before a payment is to be made, in which case such
revocation shall be effective for such payment and all later payments. In the
case of any payment of interest payable on an Interest Payment Date, such
written request and instructions must be made by the Person who is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.
Manner of Payment - Non-Global Securities - Other Specified Currencies
Payment of any amount payable on this Security in a Specified Currency
other than U.S. dollars will be made by wire transfer of immediately available
funds to such account as is maintained in such Specified Currency at a bank or
other financial institution acceptable to the Company and the Trustee and as
shall have been designated at least five Business Days prior to the applicable
payment date by the Person entitled to receive such payment; provided that, in
the case of any such payment due at the Maturity of the principal hereof (other
than any payment of interest that first becomes due on an Interest Payment
Date), this Security must be surrendered to the Paying Agent who will make such
payment in such funds in accordance with its normal procedures. Such account
designation shall be made by transmitting the appropriate information to the
Paying Agent by mail, hand delivery, telecopier or in any other manner approved
by the Paying Agent. Unless revoked, any such account designation made with
respect to this Security by the Holder hereof will remain in effect with respect
to any further payments with respect to this Security payable to such Holder. If
a payment in a Specified Currency other than U.S. dollars with respect to this
Security cannot be made by wire transfer because the required account
designation has not been received by the Paying Agent on or before the requisite
date or for any other reason, the Company will cause a notice to be given to the
Holder of this Security at its registered address requesting an account
designation pursuant to which such wire transfer can be made and such payment
(Face of Security continued on next page)
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will be made within five Business Days after the Paying Agent's receipt of such
a designation meeting the requirements specified above, with the same force and
effect as if made on the due date. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may be
deducted from the payment by the Company or the Paying Agent.
Currency of Payment
Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency, in
which case the Specified Currency for such payment shall be such coin or
currency as at the time of such payment is legal tender for the payment of
public and private debts in such country, except as provided in the next
sentence. If the euro is specified on the face of this Security as the Specified
Currency for any payment, the Specified Currency for such payment shall be such
coin or currency as at the time of payment is legal tender for the payment of
public and private debts in all EMU Countries (as defined in Section 3 on the
reverse hereof), provided that, if on any day there are not at least two EMU
Countries, or if on any day there are at least two EMU Countries but no coin or
currency is legal tender for the payment of public and private debts in all EMU
Countries, then the Specified Currency for such payment shall be deemed not to
be available to the Company on such day.
Except as provided in the next paragraph, any payment to be made on
this Security in a Specified Currency other than U.S. dollars will be made in
U.S. dollars if the Person entitled to receive such payment transmits a written
request for such payment to be made in U.S. dollars to the Trustee at its
Corporate Trust Office, Attention: Capital Markets Fiduciary Services on or
before the fifth Business Day before the payment is to be made. Such written
request may be mailed, hand delivered, telecopied or delivered in any other
manner approved by the Trustee. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the fifth Business Day before a payment is to be
made, in which case such revocation shall be effective for such and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date.
The U.S. dollar amount of any payment made pursuant to the immediately
preceding paragraph will be determined by the Exchange Rate Agent specified on
the face of this Security based upon the highest bid quotation received by the
Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date, from three (or, if three are not
available, then two) recognized foreign exchange dealers selected by the
Exchange Rate Agent in The City of New York, in each case for the purchase by
the quoting dealer, for U.S. dollars and for settlement on such payment date of
an amount of the Specified Currency for such payment equal to the aggregate
amount of such Specified Currency payable on such payment date to all Holders of
Securities of this or any other series who elect to receive U.S. dollar payments
on such payment date, and at which the applicable dealer commits to execute a
(Face of Security continued on next page)
-5-
contract. If the Exchange Rate Agent determines that two such bid quotations are
not available on such second Business Day, such payment will be made in the
Specified Currency for such payment. All currency exchange costs associated with
any payment in U.S. dollars on this Security will be borne by the Holder
entitled to receive such payment, by deduction from such payment.
Notwithstanding the foregoing, if any amount payable on this Security
is payable on any day (including at Maturity) in a Specified Currency other than
U.S. dollars, and if such Specified Currency is not available to the Company on
the two Business Days before such day, due to the imposition of exchange
controls, disruption in a currency market or any other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligation
to pay such amount in such Specified Currency by making such payment in U.S.
dollars. The amount of such payment in U.S. dollars shall be determined by the
Exchange Rate Agent on the basis of the noon buying rate for cable transfers in
The City of New York for such Specified Currency (the "Exchange Rate") as of the
latest day before the day on which such payment is to be made. Any payment made
under such circumstances in U.S. dollars where the required payment is in other
than U.S. dollars will not constitute an Event of Default under the Indenture or
this Security.
Payments Due on a Business Day
Unless otherwise specified on the face of this Security, the following
sentence shall apply to this Security. Notwithstanding any provision of this
Security or the Indenture, if any amount of principal, premium or interest would
otherwise be due on this Security on a day (the "Specified Day") that is not a
Business Day at a Place of Payment, such amount may be paid or made available
for payment on the next succeeding Business Day at such Place of Payment with
the same force and effect as if such amount were paid on the Specified Day,
provided that no interest shall accrue on the amount so payable for the period
from and after such Specified Day. The provisions of this paragraph shall apply
to the Security in lieu of the provisions of Section 114 of the Indenture.
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.
(Face of Security continued on next page)
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
UNIVERSAL CORPORATION
By /s/ KAREN M.L. WHELAN
---------------------
Name: Karen M.L. Whelan
Title: Vice President and Treasurer
Seal
Attest:
By /s/ GEORGE C. FREEMAN, III
--------------------------
Authorized Officer
This is one of the Securities of a series issued under the Indenture
described herein.
Dated: February 19, 2002
JPMORGAN CHASE BANK, as Trustee
By /s/ BILL VELASQUEZ
------------------
Authorized Officer
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(Reverse of Security)
1. Securities and Indenture
This Security 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 February 1, 1991 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JP Morgan Chase Bank (formerly known as The
Chase Manhattan Bank, formerly known as Chemical Bank), as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture 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.
2. Series and Denominations
This Security is one of the series designated on the face hereof,
limited to an aggregate initial offering price not to exceed $400,000,000 (or
the equivalent thereof in any other currency or currencies or currency units),
which amount may be increased at the option of the Company if in the future it
determines that it may wish to sell additional Securities of this series.
References herein to "this series" mean the series of securities designated on
the face hereof.
The Securities of this series are issuable only in registered form
without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
integral multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000, rounded to an
integral multiple of 1,000 units of such Specified Currency, or any larger
integral multiple of 1,000 units of such Specified Currency.
3. Exchange Rate Agent and Related Terms
If the principal of or interest on this Security is payable in a
Specified Currency other than U.S. dollars, the Company has initially appointed
the institution named on the face of this Security as Exchange Rate Agent to act
as such agent with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the
Company) to serve as any such agent from time to time. The Company will give the
Trustee prompt written notice of any change in any such appointment. Insofar as
this Security provides for any such agent to obtain rates, quotes or other data
from a bank, dealer or other institution for use in making any determination
(Reverse of Security continued on next page)
-8-
hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions
are such agent, Affiliates of such agent or Affiliates of the Company.
All determinations made by the Exchange Rate Agent may be made by such
agent in its sole discretion and, absent manifest error, shall be conclusive for
all purposes and binding on the Holder of this Security and the Company. The
Exchange Rate Agent shall not have any liability therefor.
Unless otherwise specified on the face hereof, for all purposes of this
Security, the term "Business Day" means each Monday, Tuesday, Wednesday,
Thursday or Friday that (i) is not a day on which banking institutions in The
City of New York generally are authorized or obligated by law, regulation or
executive order to close, (ii) if the Specified Currency for any payment on this
Security is other than U.S. dollars or euros, is not a day on which banking
institutions in the principal financial center of the country issuing such
Specified Currency generally are authorized or obligated by law, regulation or
executive order to close, (iii) if the Specified Currency for any payment on
this Security is euros, is not a Euro Business Day, (iv) solely with respect to
any payment or other action to be made or taken at any Place of Payment outside
The City of New York, is a Monday, Tuesday, Wednesday, Thursday or Friday that
is not a day on which banking institutions in such Place of Payment generally
are authorized or obligated by law, regulation or executive order to close, (v)
if this Security is held through Euroclear, is also not a day on which banking
institutions in Brussels, Belgium are generally authorized or obligated by law,
regulation or executive order to close, and (vi) if this Security is held
through Clearstream Banking, Societe Anonyme, Luxembourg, is also not a day on
which banking institutions in Luxembourg are generally authorized or obligated
by law, regulation or executive order to close. "Euro Business Day" means any
day on which the Trans-European Automated Real-Time Gross Settlement Express
(TARGET) System, or any successor system, is open for business. With respect to
any particular location, the close of business on any day on which business is
not being conducted shall be deemed to mean 5:00 P.M., New York City time, on
that day. "Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on this Security is
to be made, except that with respect to U.S. Dollars, Australian Dollars,
Deutsche Marks, Dutch Guilders, Italian Lire and Swiss Francs the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan and Luxembourg, respectively.
References in this Security to U.S. dollars shall mean, as of any time,
the coin or currency that is then legal tender for the payment of public and
private debts in the United States of America.
References in this Security to the euro shall mean, as of any time, the
coin or currency (if any) that is then legal tender for the payment of public
and private debts in all EMU Countries. "EMU Countries" means, at any time, the
countries (if any) then participating in the European Economic and Monetary
Union (or any successor union) pursuant to the Treaty on European Union of
February 1992 (or any successor treaty), as it may be amended from time to time.
(Reverse of Security continued on next page)
-9-
References in this Security to a particular currency other than U.S.
dollars and euros shall mean, as of any time, the coin or currency that is then
legal tender for the payment of public and private debts in the country issuing
such currency on the Original Issue Date.
4. Redemption at the Company's Option
Unless a Redemption Commencement Date is specified on the face hereof,
this Security shall not be redeemable at the option of the Company before the
Stated Maturity Date. If a Redemption Commencement Date is so specified, and
unless otherwise specified on the face hereof, this Security is subject to
redemption upon not less than 30 days' nor more than 60 days' notice at any time
and from time to time on or after the Redemption Commencement Date, in each case
as a whole or in part, at the election of the Company and at the applicable
Redemption Price specified on the face hereof (expressed as a percentage of the
principal amount of this Security to be redeemed), together with accrued
interest to the Redemption Date, but interest installments due on or prior to
such Redemption Date will be payable to the Holder of this Security, or one or
more Predecessor Securities, of record at the close of business on the relevant
record date, all as provided in the Indenture.
5. Repayment at the Holder's Option
Except as otherwise may be provided on the face hereof, if one or more
Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Date as
provided in the Indenture). If this Security provides for more than one
Repayment Date and the Holder exercises its option to elect repayment, the
Holder shall be deemed to have elected repayment on the earliest Repayment Date
after all conditions to such exercise have been satisfied, and references herein
to the "Applicable Repayment Date" shall mean such earliest Repayment Date.
In order for the exercise of such option to be effective and this
Security to be repaid, the Company must receive at the applicable address of the
Trustee set forth below (or at such other place or places of which the Company
shall from time to time notify the Holder of this Security), on any Business Day
not later than the 15th, and not earlier than the 25th, calendar day prior to
the applicable Repayment Date (or, if either such calendar day is not a Business
Day, the next succeeding Business Day), either (i) this Security, with the form
below entitled "Option to Elect Repayment" duly completed and signed, or (ii) 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
(a) the name, address and telephone number of the Holder of this Security, (b)
the principal amount of this Security and the amount of this Security to be
repaid, (c) a statement that the option to elect repayment is being exercised
(Reverse of Security continued on next page)
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thereby and (d) a guarantee stating that the Company will receive this Security,
with the form below entitled "Option to Elect Repayment" duly completed and
signed, not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter (provided that this Security and form
duly completed and signed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is JPMorgan Chase Bank at its Corporate Trust Office,
Attention: Capital Markets Fiduciary Services, 450 West 33rd Street, New York,
NY 10001 (or at such other places as the Company or the Trustee shall notify the
Holder of this Security). All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and binding.
Notwithstanding the foregoing, (x) if this Security is a Global Security, the
option of the Holder to elect repayment may be exercised in accordance with any
policies and procedures of the Depositary for this Security at least 15 calendar
days prior to the applicable Repayment Date and (y) whether or not this Security
is a Global Security, the option of the Holder to elect repayment may be
exercised in any such manner as the Company may approve.
6. Transfer and Exchange
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable 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 or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of Authorized Denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
Authorized Denomination, as requested by the Holder surrendering the same.
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 Person in whose name this Security is registered as the owner hereof for all
purposes (subject to Sections 305 and 307 of the Indenture), whether or not this
Security be overdue, and neither the Company nor the Trustee nor any such agent
shall be affected by notice to the contrary.
If this Security is a Global Security, this Security shall be subject
to the provisions of the Indenture relating to Global Securities, including the
limitations in Section 305 thereof on transfers and exchanges of Global
Securities.
(Reverse of Security continued on next page)
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7. Defeasance
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture. If so specified on the face
hereof, either or both of such provisions are applicable to this Security, as so
specified.
8. Remedies
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
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 on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
9. Modification and Waiver
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 each series to be affected. The Indenture also contains
(Reverse of Security continued on next page)
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provisions (i) permitting the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected under the
Indenture, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of any series to be affected under the Indenture, on behalf
of the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder 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.
10. Governing Law
This Security and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
(Reverse of Security continued on next page)
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CUSIP NO. 91345H AP 0
ORIGINAL ISSUE DATE: February 19, 2002
UNIVERSAL CORPORATION
MEDIUM-TERM NOTE, SERIES B
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address, telephone number and social security or other identifying
number are as follows:
- --------------------------------------------------------------------------------
(please print name of the undersigned)
- --------------------------------------------------------------------------------
(please print address of the undersigned)
- --------------------------------------------------------------------------------
(please print telephone number and social security or other identifying number
of the undersigned)
If such Security provides for more than one Repayment Date, the
undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.
For such Security to be repaid the Company must receive at the
applicable address of the Trustee set forth below or at such other place or
places of which the Company or the Trustee shall from time to time notify the
Holder of such Security, on any Business Day not later than the 15th or earlier
than the 25th calendar day prior to the Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), (i) such
Security, with this "Option to Elect Repayment" form duly completed and signed,
or (ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
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Inc. or a commercial bank or a trust company in the United States of America
setting forth (a) the name, address and telephone number of the Holder of such
Security, (b) the principal amount of such Security and the amount of such
Security to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby and (d) a guarantee stating that such Security to be
repaid with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed and signed will be received by the Company not later
than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (provided that such Security and form duly completed and
signed are received by the Company by such fifth Business Day). The address to
which such deliveries are to be made is:
JPMorgan Chase Bank
Attention: Capital Markets Fiduciary Services
450 West 33rd Street
New York, NY 10001
or at such other place as the Company or the Trustee shall notify the holder of
such Security.
If less than the entire principal amount of such Security is to be
repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:
--------------------------------------------------------------
and specify the denomination or denominations (which shall equal any
Authorized Denomination) of the Security or Securities to be issued to the
Holder in respect of the portion of such Security not being repaid (in the
absence of any specification, one Security will be issued in respect of the
portion not being repaid):
---------------------------------------------------------------
Date:
--------------- -------------------------------------------------
Notice: The signature to this Option to Elect
Repayment must correspond with the name of the
Holder as written on the face of such Security in
every particular without alteration or
enlargement or any other change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Security, 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 the 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.
---------------------------------------------------------
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ASSIGNMENT
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 Typewrite Name and Address
Including Postal Zip Code of Assignee)
- ------------------------------------------------------------------------------
the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
- ------------------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: _________________________
Signature Guaranteed
- ----------------------------------- -------------------------------------
NOTICE: Signature must be NOTICE: The signature to this
guaranteed. assignment must correspond with the
name of the Holder as written upon
the face of the attached Security in
every particular, without alteration
or enlargement or any change
whatever.
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