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EXHIBIT 4.2
THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW)
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
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.
No.:
CUSIP No.: 754603 AB 4 Principal Amount: $
RAYCHEM CORPORATION
7.20% Notes due 2008
Raychem Corporation, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of ___________________________
($___________) on October 15, 2008, and to pay interest thereon from October 15,
1998 or from the most recent date to which interest has been paid or duly
provided for, semiannually on April 15 and October 15 of each year (each, an
"Interest Payment Date"), commencing April 15, 1999, and at Maturity, at the
rate of 7.20% per annum, until the principal hereof is paid or duly made
available for payment; provided that if, on any date (a "Step-up Date") during
the period (the "Four Year Period") beginning on October 23, 1998 (the "Original
Issue Date") and ending on the date which is the fourth anniversary of the
Original Issue Date, the rating on the Notes is decreased to below Investment
Grade (as defined below) by either of the Rating Agencies (as defined below),
then the interest rate on this Note shall be automatically increased, effective
from and including the Step-up Date, to a per annum rate (the "Step-up Rate")
equal to the sum of Original Interest Rate (as defined below) plus 100 basis
points; and provided, further, that if, on any date (a "Step-down Date")
(whether during or after the Four Year Period) when the interest rate on this
Note is the Step-up Rate, the rating on the Notes shall be increased so that the
Notes are rated as Investment Grade by both Rating Agencies, then the interest
rate on this Note shall be automatically decreased, effective from and including
the Step-down Date, to the Original Interest Rate; it being understood that the
interest rate on this Note may from time to time be increased to the Step-up
Rate (but only during the Four Year Period) and, if so increased, thereafter
decreased to the Original Interest Rate (both during and after the Four Year
Period) as set forth in the provisos to this sentence. For purposes of the
preceding sentence, a change in the rating on the Notes by any Rating Agency
shall be deemed to have occurred on such date as such Rating Agency shall have
publicly announced such change. Interest on this Note shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months. 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
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Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 1 or October 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date shall forthwith cease to be payable to the
registered Holder hereof on the relevant Regular Record Date by virtue of having
been such Holder, 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 Holder of this Note 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 may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.
The Company covenants and agrees that, as promptly as practicable after
any increase or decrease in the interest rate on this Note as described above,
it will (a) send written notice to the Trustee and the Holders of the Notes in
the manner provided in the Indenture and (b) issue a press release, each of
which shall state (i) that a change in the interest rate on the Notes has
occurred and the reasons for such change in the interest rate, (ii) the interest
rate per annum before giving effect to such change, (iii) the interest rate per
annum after giving effect to such change, and (iv) the effective date of such
change.
"Investment Grade" means BBB- (or the equivalent) or higher by S&P or
Baa3 (or the equivalent) or higher by Moody's or the equivalent of such ratings
used by any other Rating Agency selected as provided in the definition of the
term "Rating Agencies."
"S&P" means Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc., and its successors.
"Moody's" means Xxxxx'x Investor Services, Inc. and its successors.
"Original Interest Rate" means 7.20% per annum.
"Rating Agencies" means (i) S&P and Moody's or (ii) if S&P or Moody's or
both shall not make a rating of the Notes publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
the Company by notice to the Trustee, which shall be substituted for S&P or
Moody's or both, as the case may be; and "Rating Agency" shall mean either of
the Rating Agencies. The Company covenants and agrees that it will use its best
efforts to cause two Rating Agencies to make publicly available a rating on the
Notes at all times during the Four Year Period and at all times thereafter when
the interest rate on the Notes is the Step-up Rate.
Payment of the principal of, premium, if any, and the interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, interest may be paid by check mailed to the address of
the Person entitled thereto as such address shall appear in the Register or by
transfer to an account maintained by the Person entitled thereto.
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 October 23, 1998 (herein called, together with all
indentures supplemental thereto, the "Indenture") between the Company and Chase
Manhattan Bank and Trust Company, National Association, as trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated on the face hereof,
limited (subject to exceptions provided in the Indenture and subject to the
right of the Company to reopen such series for issuances of additional
Securities of such series) in aggregate principal amount to $400,000,000.
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The Notes are redeemable, in whole or from time to time in part, at the
option of the Company on any date (each, a "Redemption Date") at a redemption
price equal to the greater of (a) 100% of the principal amount of the Notes to
be redeemed and (b) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to
such Redemption Date) discounted to such Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 35 basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to such Redemption Date; provided, however,
that installments of interest on Notes whose Stated Maturity is on or prior to
the relevant Redemption Date shall be payable to the Holders of such Notes, or
one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Date, according to their terms and the provisions
of the Indenture.
"Treasury Rate" means, with respect to any Redemption Date for the
Notes, (a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Final Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (b)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date. As used in the
immediately preceding sentence and in the definition of "Reference Treasury
Dealer Quotations" below, the term "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in The City of New York are authorized or obligated by law or executive order to
close.
"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 utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
"Independent Investment Banker" means Xxxxxx Xxxxxxx & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date
for the Notes, (a) the average of four Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Xxxxxx Xxxxxxx & Co.
Incorporated, Chase Securities Inc., X.X. Xxxxxx Securities Inc. and NationsBanc
Xxxxxxxxxx Securities LLC 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
will 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.
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"Final Maturity Date" means October 15, 2008.
Notice of any redemption by the Company will be given as provided in the
Indenture at least 30 days but not more than 60 days before the relevant
Redemption Date to each Holder of Notes to be redeemed. If less than all the
Notes are to be redeemed, the Trustee shall select, in such manner as it shall
deem fair and appropriate and as provided in the Indenture, the Notes to be
redeemed.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued interest on the Notes 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 issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Notes
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or 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 time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Register upon
surrender of this Note for registration of transfer at the office or agency of
the Company maintained for the purpose in any place where the principal of and
interest on this Note are payable, duly endorsed, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar
duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without coupons in the
denominations of $1,000 and integral multiples of $1,000. As provided in the
Indenture and subject to certain limitations set forth therein, the Notes are
exchangeable for a like aggregate principal amount of Notes of authorized
denominations as requested by the Holders 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, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligations under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or Government Obligations sufficient
to pay and discharge the entire indebtedness on all Notes, and satisfies certain
other conditions, all as more fully provided in the Indenture. In addition, the
Indenture shall cease to be of further effect (subject to certain exceptions)
with respect to the Notes when (1) either (A) all Notes
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previously authenticated and delivered have been delivered (subject to certain
exceptions) to the Trustee for cancellation, or (B) all Notes (i) have become
due and payable or (ii) will become due and payable at their Stated Maturity
within one year or (iii) are to be called for redemption within one year and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited with
the Trustee money in an amount sufficient to pay and discharge the entire
indebtedness on all such Notes not theretofore delivered to the Trustee for
cancellation, and (2) the Company 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.
All terms used in this Note which are defined in the Indenture shall
(except as otherwise provided herein with respect to the term "Business Day")
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized signatories, this Note shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: _______________
[Seal] RAYCHEM CORPORATION
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series described in
the within-mentioned Indenture.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: _________________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ___ Custodian __
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors Act
of survivorship and not as ________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
______________________________________
FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) auto:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within security and all rights thereunder, hereby irrevocably constituting
and appointing
_______________________________________________________________________ Attorney
to transfer said security on the books of the Company with full power of
substitution in the premises.
Dated: __________________________________________________________________
Notice: The signature to this assignment must correspond with the name
as it appears upon the face of the within security in every particular, without
alteration or enlargement or any change whatever.
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