EXHIBIT 4.3
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION.
[FORM OF NOTE]
TECUMSEH PRODUCTS COMPANY
4.66% Senior Guaranteed Note due March 5, 2011
No. [R-___] [Date]
$[____________] PPN 878895 A* 2
FOR VALUE RECEIVED, the undersigned, TECUMSEH PRODUCTS COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Michigan, hereby promises to pay to [________________], or
registered assigns, the principal sum of [________________] DOLLARS on March 5,
2011, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 4.66% per annum from
the date hereof, payable semiannually, on the fifth day of each March and
September in each year, commencing with the March 5 or September 5 next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 6.66% or (ii) 2% over the rate of
interest publicly announced by Bank One, NA from time to time in Chicago,
Illinois as its "base" or "prime" rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Bank One, NA or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.
This Note is one of a series of Senior Guaranteed Notes (herein called
the "Notes") issued pursuant to the Note Purchase Agreement, dated as of March
5, 2003 (as from time to time amended, the "Note Purchase Agreement"), between
the Company and the Purchasers named therein and is entitled to the benefits
thereof. The payment and performance hereof is unconditionally guaranteed
pursuant to the Guaranty Agreement dated as of March 5, 2003 of
the Subsidiary Guarantors named therein, and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i)
to have agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreement, provided that such holder may (in
reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by
such holder of any Note will not constitute a non-exempt prohibited transaction
under section 406(a) of ERISA.
This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such xxxxxx's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Michigan
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
TECUMSEH PRODUCTS COMPANY
By__________________________________________
Name:
Title:
E-4.4(c)-2
