Contract
Exhibit 4.3
THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 11.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED
PURSUANT TO SECTION 2.01(c) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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.
BRUNSWICK CORPORATION
6.375% Senior Notes due 2049
| REGISTERED |
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CUSIP No. 117043 604 |
| No. R-1 |
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ISIN No. US1170436042 |
Brunswick Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set forth on the Schedule of Exchanges of
Interests in Global Securities attached hereto, which principal amount may from time to time be reduced or increased, as appropriate, in accordance with the within mentioned Indenture and as reflected in the Schedule of Exchanges of Interests in
the Global Security attached hereto, to reflect exchanges or redemptions of the Securities represented hereby, on April 15, 2049, and to pay interest thereon from March 4, 2019 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly in arrears on January 15, April 15, July 15 and October 15 in each year, commencing on April 15, 2019, at the rate of 6.375% per annum, until the principal hereof is paid or made available for payment; provided, however that any principal and premium, and any such installment
of interest, which is overdue shall bear interest at the rate of 6.375% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are 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 such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 1, April 1, July 1 and October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security is registered at the close of business on a date to be fixed by the Company for the payment of such
Defaulted Interest (a “Special Record Date”), notice whereof shall be given to Holder of Securities of this series not less than 15 days prior to such Special Record Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency
of the Company maintained for that purpose in accordance with the terms of the Indenture referred to on the reverse hereof in United States dollars.
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.
This Security shall be governed by, and construed in accordance with, the laws of the State of New York.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
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Dated:
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BRUNSWICK CORPORATION
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By:
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Name:
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Title:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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Dated:
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U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
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By:
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Authorized Signatory
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[REVERSE OF NOTE]
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 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), dated as of October 3, 2018, between the Company and U.S. Bank National Association, as
Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Third Supplemental Indenture (herein called the “Third Supplemental Indenture,” which term shall have the meaning
assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”), dated as of March 4, 2019, between the Company and the Trustee, 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. This Security is
one of the series designated on the face hereof, initially limited in aggregate principal amount to $230,000,000.
The Securities of this series shall be redeemable at the Company’s option in accordance with the terms and conditions specified
in Section 2.06 of the Third Supplemental Indenture and Article Three of the Base Indenture.
If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Securities, each
holder of the Securities will have the right to require the Company to purchase all or a portion of such holder’s Securities as set forth in Section 2.10 of the Third Supplemental Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
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.
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 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 specified percentages in aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this 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 hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be
registered and this Security may be exchanged as provided in the Indenture.
The Securities of this series are issuable only in registered form without coupons in denominations of $25.00 and any integral
multiples of $25.00 in excess thereof.
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, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon
or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in the Indenture or in any supplemental indenture, or in any Security, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or any successor Persons, either directly or through the Company or any such successor Person, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise. Each Holder by accepting a Security waives and releases all such liabilities. The waiver and release are part of the consideration for
issuance of the Securities.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
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To assign this Security, fill in the form below:
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I or we assign and transfer this Security to:
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(Insert assignee's social security or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
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and irrevocably appoint as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
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Your
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Signature:
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(Sign exactly as your name appears on the other side of this Security)
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Your
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Name:
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Date:
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Signature
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*
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Guarantee:
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*
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NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs:
(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the
Trustee
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to Section 2.10 of the Third Supplemental Indenture, check the box:
☐
If you want to elect to have only part of this Security purchased by the Company pursuant to Section 2.10 of the Third Supplemental Indenture,
state the amount in principal amount (must be in denominations of $25.00 or any integral multiples of $25.00 in excess thereof):
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$:
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Date:
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Your Signature:
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(Sign exactly as your name appears on the other side of the Security)
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Signature Guarantee:
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(Signature must be guaranteed)
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*
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NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs:
(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the
Trustee
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY
The initial Outstanding principal amount of this Global Security is $230,000,000.
The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security,
exchanges of an interest in another Global Security or a Definitive Security for an interest in this Global Security, or exchanges or purchases of a part of this Global Security have been made:
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Date of Exchange
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Amount
of
decrease
in
Principal
Amount
of this
Global
Security
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Amount
of
increase
in
Principal
Amount
of this
Global
Security
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Principal
Amount
of this
Global
Security
following
such
decrease
or
increase
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Signature
of
authorized
signatory of
Trustee or
Securities
Custodian
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