EXHIBIT 4.1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN CEDE & CO. AS NOMINEE FOR DTC, EXCEPT IN THE CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON
REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY
WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNITED PARCEL SERVICE OF AMERICA, INC.
--------------------------------------
Floating Rate Senior Notes due 2049
No. F-1 $55,045,000.00
---
CUSIP Number: 911308 BA 1
-----------
UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the principal sum of Fifty-Five Million Forty-
Five Thousand Dollars ($55,045,000.00) on October 26, 2049 (the "Maturity
Date"), and to pay interest thereon from October 26, 1999 or from the most
recent date to which interest has been paid or duly provided for, quarterly in
arrears on January 26, April 26, July 26 and October 26 in each year (each, an
"Interest Payment Date"), commencing January 26, 2000, at the Interest Rate (as
defined herein), until the principal hereof is paid or made available for
payment.
For purposes of this Note, the following definitions shall apply:
"Interest Rate" shall mean the 1 Month LIBOR Rate (as defined herein) less 0.45%
(45 basis points), which shall be reset monthly on each Interest Reset Date.
"Interest Reset Date" shall mean the 26th of each month, commencing October 26,
1999.
"1 Month LIBOR Rate" shall mean the rate for deposits in U.S. dollars for the 1-
month period which appears on the "Telerate Page 3750" at approximately 11:00
A.M., London time, on the second Business Day prior to the applicable Interest
Reset Date, provided, that the interest rate in effect from the date of issue to
--------
the first Interest Reset Date will be the 1 Month LIBOR Rate as calculated on
the date of issue. If this rate does not appear on the Telerate Page 3750, the
calculation agent will determine the rate on the basis of the rates at which
deposits in U.S. dollars are offered by four major banks in the London interbank
market (selected by the calculation agent) at approximately 11:00 A.M., London
time, on the second Business Day prior to the application Interest Reset Date to
prime banks in the London interbank market for a period of one month commencing
on that Interest Reset Date and in a principal amount equal to an amount not
less than $1,000,000 that is representative for a single transaction in such
market at such time. In such case, the calculation agent will request the
principal London office of each of the aforesaid major banks to provide a
quotation of such rate. If at least two such quotations are provided, the rate
for that Interest Reset Date will be the arithmetic mean of the quotations, and,
if fewer than two quotations are provided as requested, the rate for that
Interest Reset Date will be the arithmetic mean of the rates quoted by major
banks in the City of New York, selected by the calculation agent, at
approximately 11:00 A.M., New York City time, on the second Business
2
Day prior to the applicable Interest Reset Date for loans in U.S. dollars to
leading European banks for a period of one month commencing on that Interest
Reset Date and in a principal amount equal to an amount not less than $1,000,000
that is representative for a single transaction in such market at such time.
"Telerate Page 3750" means the display page so designated on the Dow Xxxxx
Telerate Service (or such other page as may replace such page on that service
for the purpose of displaying London interbank offered rates of major banks).
The interest rate on the Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of
general application.
The calculation agent will, upon the request of the holder of any Note,
provide the interest rate then in effect. The calculation agent is Citibank,
N.A. until such time as the Company appoints a successor calculation agent. All
calculations made by the calculation agent in the absence of manifest error
shall be conclusive for all purposes and binding on us and the holders of the
Notes. The Company may appoint a successor calculation agent with the written
consent of the trustee.
Interest on the Notes will be computed and paid on the basis of a 360-day
year and the actual number of days in each monthly interest payment period.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the fifteenth (15th) calendar day (whether or not a Business Day), next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be set by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Delivery of the Maturity Consideration and the payment of interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in Atlanta, Georgia, 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.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
3
In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 26, 0000
XXXXXX XXXXXX XXXXXXX XX XXXXXXX, INC.
By
-----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
Attest:
------------------------------
Name:
-------------------------
Title:
------------------------
4
This is one of the Securities of the series designated herein referred to in the
Indenture.
CITIBANK, N.A.,
As Trustee
By
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
5
United Parcel Service of America, Inc.
Floating Rate Senior Notes due 2049
-----------------------------------
REVERSE OF SECURITY
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of January 26, 1999 (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument), between the
Company and Citibank, N. A., 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 Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof limited in aggregate principal amount to $55,045,000.
Optional Redemption -- Company
------------------------------
The Notes of this series are subject to redemption at any time in amounts
of $1,000 or an integral multiple thereof, upon not less than 30 days' notice by
mail, in whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount), if
redeemed during the 12-month period beginning on October 26 of any of the
following years:
Redemption Date Redemption Price
--------------- ----------------
October 26, 2029 105.00%
October 26, 2030 104.50%
October 26, 2031 104.00%
October 26, 2032 103.50%
October 26, 2033 103.00%
October 26, 2034 102.50%
October 26, 2035 102.00%
October 26, 2036 101.50%
October 26, 2037 101.00%
October 26, 2038 100.50%
October 26, 2039 100.00%
October 26 and each year thereafter to maturity 100.00%
together in the case of any such redemption, with accrued and unpaid interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Notes, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
6
Optional Repayment -- Holders
------------------------------
The Notes of this series shall be repayable upon not less than 30 days'
notice by mail, in whole or in part, at the election of the Holders, on the
following dates and Repayment Prices (expressed as percentages of the principal
amount):
Repayment Date Repayment Price
-------------- ---------------
October 26, 2009 99.00%
October 26, 2012 99.25%
October 26, 2015 99.50%
October 26, 2018 99.75%
October 26, 2021 (and on each third
anniversary thereafter to October 26, 2048) 100.00%
together in the case of any such repayment, with accrued interest to the
Repayment Date, but interest installments whose Stated Maturity is on or prior
to such Repayment Date will be payable to the Holders of such Notes, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In order for a Note to be repaid, the paying agent must receive, at least
30 but not more than 60 calendar days prior to the optional repayment date, (i)
the Note with the form entitled "Option to Elect Repayment" on the reverse of
the Note duly completed or (ii) a telegram, facsimile transmission or a letter
from a member of a national securities exchange or a member of the National
Association of Securities Dealers, Inc. (the "NASD") or a commercial bank or
trust company in the United States which must set forth: the name of the holder
of the Note; the principal amount of the Note; the principal amount of the Note
to be repaid; the certificate number or a description of the tenor and terms of
the Note; a statement that the option to elect repayment is being exercised
thereby; and a guarantee that the Note to be repaid will be transferred to the
DTC account of the Paying Agent not later than the fifth Business Day after the
date of such telegram, facsimile transmission or letter.
The repayment option may be exercised by the Holder of a Note for less than
the entire principal amount of the Note but, in that event, the principal
amount of the Note remaining outstanding after repayment must be in an
authorized denomination.
In the event of repayment or redemption of this Note (whether such
repayment or redemption is at the option of the Company or the Holder) in part
only, a new Note or Notes of this series and of like tenor for the unpaid or
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
7
Conditional Right to Shorten Maturity
-------------------------------------
Upon the occurrence of a Tax Event (as defined herein), the Company,
without the consent of the Holders, may reduce the Maturity Date to an earlier
date to the minimum extent required, in the opinion of a nationally recognized
independent tax counsel ("Tax Counsel"), such that after the reduction in the
Maturity Date, interest paid by the Company on the Notes of this series
will be deductible by the Company for United States federal income tax purposes
(the "Minimum Period"). If such Tax Counsel is unable to opine definitively as
to such a Minimum Period, the Board of Directors of the Company may in good
faith make such determination of the Minimum Period. The determination of the
Minimum Period by Tax Counsel or the Board of Directors, as applicable, shall be
definitive and shall not require further approval by any other party. If the
Maturity Date of the Securities is reduced as set forth in this provision, the
Maturity Date hereof shall automatically be reduced to such Minimum Period date
without further action by the Company or any other party, and the Company shall
execute and deliver to the Paying Agent a new global security certificate that
reflects such change in the Maturity Date to replace this global security
certificate.
A "Tax Event" means receipt by the Company of an opinion from Tax Counsel
that as a result of:
(a) any amendment to, clarification of, or change (including any announced
prospective amendment, clarification or change) in any law, or any
regulation thereunder, of the United States;
(b) any judicial decision, official administrative pronouncement, ruling,
regulatory procedure, regulation, notice or announcement, including any
notice or announcement of intent to adopt or promulgate any ruling,
regulatory procedure or regulation (any of the foregoing, an
"Administrative or Judicial Action"); or
(c) any amendment to, clarification of, or change in any official position
with respect to, or any interpretation of, an Administrative or Judicial
Action or a law or regulation of the United States that differs from the
theretofore generally accepted position or interpretation,
in each case, occurring on or after October 26, 1999, there is more than an
insubstantial increase in the risk that interest paid by the Company on the
Notes is not, or will not be, deductible, in whole or in part, by the Company
for United States federal income tax purposes.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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 Notes of each series issued
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 Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes of each series at the time Outstanding, on
behalf of the Holders of all Notes 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.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note 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
8
the Notes of this series, the Holders of not less than 25% in principal
amount of the Notes of this series at the time Outstanding shall have made
a written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Notes 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 Note for the enforcement of any payment or delivery of the Maturity
Consideration 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 Note or of
the Indenture shall affect or impair the obligation of the Company, which is
absolute and unconditional, to pay the Maturity Consideration and interest on
this Note at the times, place and rate, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Note, the transfer of this Note is registrable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the Maturity
Consideration and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of 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.
The securities of this series are issuable only 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 set forth therein,
Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series and of like tenor in 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 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.
Certificated Notes
Unless and until they are exchanged, in whole or in part, for notes in
definitive form in accordance with the terms herein, the Notes may not be
transferred except (1) as a whole by DTC to a nominee of DTC or (2) by a nominee
of DTC to DTC or another nominee of DTC or (3) by DTC or any such nominee to a
successor of DTC or a nominee of such successor.
Notes will be issued to Holders or their nominees, in fully certificated
registered form, rather than to DTC or its nominees, only if: (1) the Company
advises the trustee in writing that DTC is no longer willing or able to
discharge its responsibilities properly or that DTC is no longer a registered
clearing agency under the Securities Exchange Act of 1934, and the Trustee or
the Company are unable to locate a qualified successor within 90 days; (ii) an
event of default has occurred and is continuing under the indenture; or (iii)
the Company, at its option, elects to terminate the book-entry system through
DTC.
If any of the three above events occurs, DTC is required to notify all
direct participants that Notes in fully certificated registered form are
available through DTC. DTC will then surrender the Global Note representing
the Notes along with instructions for re-registration. The trustee will re-issue
the Notes in fully certificated registered form and will recognize the
registered holders of the certificated notes as Holders under the Indenture.
The Indenture contains provisions whereby (i) the Company may be discharged
from its obligations with respect to the Securities (subject to certain
exceptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government
9
Obligations sufficient to pay and discharge the entire indebtedness on all Notes
of this series, and satisfies certain other conditions, all as more fully
provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to principles of conflicts of laws
of such state.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
* * * * * * * * * * * * * * *
10
OPTION TO ELECT REPAYMENT
-------------------------
This Form must be received by the paying agent at least 30 but not more
than 60 calendar days prior to the optional repayment dates shown below:
October 26, 2009
(and each third anniversary thereafter to October 26, 2048)
If you wish to elect to have this Note repaid by the Company, check this
box: [ ]
If you wish to elect to have only part of this Note repaid by the
Company, state the amount (the principal amount of the Note remaining
outstanding after repayment must be in an authorized denomination of $1,000 or a
multiple thereof): $
Date: ____________________________ Signed: ____________________________________
____________________________________
(Sign exactly as your name appears on
the other side of this Security)
Signature Guarantee (by a member of a national securities
exchange or a member of the NASD or a U.S. commercial bank
or trust company): _____________________________________________________________
