Exhibit 4.3
This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary. This Note is exchangeable for Notes registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note 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) may be registered except in limited circumstances.
Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx), to the issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of The
Depository Trust Company (and any payment is made to Cede & Co. or such other
entity as is requested by an authorized representative of The Depository Trust
Company), 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.
KENNAMETAL INC.
7.20% Senior Notes due 2012
No. 1 $300,000,000
CUSIP No. 489170 AB 6
KENNAMETAL INC., a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Three Hundred Million Dollars ($300,000,000) on June 15,
2012 (such date is hereinafter referred to as the "Maturity Date"), and to pay
interest on said principal sum from June 19, 2002, or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, semi-annually in arrears on June 15
and December 15 of each year, commencing on December 15, 2002, at the rate of
7.20% per annum until the principal hereof shall have become due and payable.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the regular record date for such interest which shall
be the close of business on the June 1 or December 1 (whether or not a Business
Day), as the case may be, preceding such Interest Payment Date. Any such
interest not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such regular record date and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the registered Holders of this series of Notes not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
principal of, and premium, if any, and the interest on this Note shall be
payable at the office or agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York, in any coin or currency of the
United States of America that at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered Holder at
such address as shall appear in the Security Register.
The indebtedness evidenced by this Note is, to the extent
provided in the Indenture, senior and unsecured and will rank in right of
payment on parity with all other senior unsecured obligations of the Company.
Each Holder of this Note by accepting the same, (a) agrees to and shall be bound
by such provisions and (b) appoints the Trustee his or her attorney-in-fact for
any and all such purposes.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed.
Dated: June 19, 2002
KENNAMETAL INC.
By /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
Attest:
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary
and General Counsel
[SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in
the within-mentioned Indenture.
Dated: June 19, 2002
Bank One Trust Company, N.A., as Trustee
By /s/ Xxxxxxx X. Xxxxxx
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Authorized Signatory
(REVERSE OF NOTE)
KENNAMETAL INC.
7.20% Senior Notes due 2012
This Note is one of a duly authorized series of Securities of
the Company (herein sometimes referred to as the "Securities") specified in the
Indenture (as defined below), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of June 19, 2002 (the "Base
Indenture"), duly executed and delivered between the Company and Bank One Trust
Company, N.A., as Trustee (the "Trustee"), as supplemented by a First
Supplemental Indenture, dated as of June 19, 2002 (the Base Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. By the
terms of the Indenture, the Securities are issuable in series that may vary as
to amount, date of maturity, rate of interest and in other respects as provided
in the Indenture.
The Notes are not entitled to the benefit of any sinking fund.
The Notes will be redeemable, in whole or in part, at the
option of the Company at any time, upon not less than 30 nor more than 60 days'
notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Notes, or (ii) as determined by the Independent Investment Banker,
the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed (not including the portion of any such
payments of interest accrued as of the Redemption Date) discounted to the
Redemption Date in accordance with customary market practice on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid
interest thereon to the Redemption Date. 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.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary market practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
"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 as a percentage of its principal amount) on the third
Business Day preceding the 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 of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations so received.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Xxxxxxx, Sachs & Co.
and X.X. Xxxxxx Securities Inc. and their respective successors; 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.
"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.
(New York City time) on the third Business Day preceding such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual 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 that Redemption Date.
If less than all of the Notes of a series are to redeemed, the
Trustee will select the Notes to be redeemed by such method as the Trustee shall
deem fair and appropriate. The Trustee may select for redemption Notes and
portions of Notes in amounts of whole multiples of $1,000.
The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Note and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
In case an Event of Default, shall have occurred and be
continuing, the principal of all of the Notes may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
Outstanding, to execute supplemental indentures for the purpose of, among other
things, adding any provisions to or changing or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying the
rights of the Holders of the Notes; provided, however, that, among other things,
no such supplemental indenture shall (i) reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon (subject to
the Company's right to defer such payments in the manner set forth herein), or
reduce any premium payable upon the redemption thereof, without the consent of
the Holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes,
the Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Note then Outstanding and affected
thereby. The Indenture also contains provisions permitting, among other things,
the Holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, on behalf of all of the Holders
of all Securities of such series, to waive a Default or Event of Default with
respect to such series, and its consequences, except a Default or Event of
Default in the payment of the principal of or premium, if any, or interest on
any of the Securities of such series. Any such consent or waiver by the
registered Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued in exchange for or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Note at the times, place and at the rates and in the
money herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the registered
Holder hereof on the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of the Trustee in The
City of New York duly endorsed by, or accompanied by, a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any Paying Agent and the Security Registrar may
deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, and such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge or consolidate with any other Person,
sell, assign, transfer or lease all or substantially all of its properties or
assets or create or incur liens on certain of its property. All such covenants
and limitations are subject to a number of important qualifications and
exceptions. The Company must report periodically to the Trustee on compliance
with the covenants in the Indenture.
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Note, waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of this Note.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures ("CUSIP"), the Company has caused
CUSIP numbers to be printed on the Notes. No representation is made as to the
correctness or accuracy of such numbers as printed on the Notes and reliance may
be placed only on the other identification numbers printed hereon.
The Notes of this series are issuable only in fully registered
book-entry form without coupons in denominations of $1,000 and any integral
multiple thereof. This Global Note is exchangeable for Notes in definitive form
only under certain limited circumstances set forth in the Indenture. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series so issued are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same.
This Note shall be governed by and construed in accordance
with the law of the State of New York.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to:
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(Insert assignee's social security or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Your Signature:
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(Sign exactly as your name
appears on the other side
of this Security)
Signature Guaranty:
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(Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Transfer
Agent, which requirements will include membership or
participation in STAMP or such other "signature guarantee
program" as may be determined by the Transfer Agent in
addition to, or in substitution for, STAMP all in
accordance with the Exchange Act.)
Social Security Number or Taxpayer Identification Number:
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