EXHIBIT 4(d)
[FORM OF FACE OF EXTENDIBLE NOTE]
No.
Xxxxxxx Purina Company
--- Year Extendible Note
Xxxxxxx Purina Company, a Missouri corporation (the "Issuer"), for value
received, hereby promises to pay to or registered assigns, the
principal sum of Dollars on , and to pay interest, (at the
rate per annum from time to time in effect as described below) semiannually on
and of each year, commencing , , on
said principal sum at the office or agency of the Issuer in ,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, from
the or the , as the case may be, next preceding the date of
this Note to which interest has been paid, unless the date hereof is a date to
which interest has been paid, in which case from the date of this Note, or
unless no interest has been paid on these Notes, in which case from ,
, until payment of said principal sum has been made or duly provided;
provided, however, that payment of interest may be made at the option of the
Issuer by check mailed to the address of the person entitled thereto as such
address shall appear on the Security register. [Notwithstanding the foregoing,
if the date hereof is after the day of or , as
the case may be, and before the following or , this Note
shall bear interest from such or ;
provided, however, that if the Company shall default in the payment of interest
due on such or , to which interest has been paid, or, if no
interest has been paid on these Notes, from .] The interest so payable
on any or , will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the person in
whose name this Note is registered at the close of business on such or
, as the case may be, next preceding such or .
Interest on these Notes is payable at the rate of % per annum from
through , and for each -month period beginning
, and , at a rate per annum established by the
Issuer on the preceding each such , or at a rate per annum
determined by a method established by the Issuer on the preceding each
such . This Issuer shall establish the interest rate or method to be
used to determine such interest rate by delivery to the Trustee of an Officers'
Certificate on such . On or before the prior to the
commencement of the -month period to which it applies, the Trustee shall
cause notice of such interest rate or the method to be used in ascertaining the
interest rate on the following and the interest rate that would have
been applicable to such -month period had such determination been made as of
such , all as specified in the aforesaid Officers' Certificate, to be
mailed to each Holder of these Notes. The Issuer shall cause notice of the
interest rate established as of the preceding the commencement of the
-month period to be enclosed with the interest payment checks mailed to the
Holders of the Notes for the period ending on the following such
.
The Notes of this series are subject to repayment on ,
, and at the option of the Holders thereof exercisable on or before
the , but not prior to the preceding such , at a
repayment price equal to the principal amount thereof to be repaid, together
with interest payable thereon to the repayment date, as described on the reverse
side hereof.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Xxxxxxx Purina Company has caused this instrument to be
signed by facsimile by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted hereon.
Dated:
XXXXXXX PURINA COMPANY
By:
By:
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By:
Authorized Officer
[FORM OF REVERSE OF YEAR EXTENDIBLE NOTE]
Xxxxxxx Purina Company
---Year Extendible Note
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (the "Securities") of the series
hereinafter specified, all issued or to be issued under an indenture dated as of
May 26, 1995 (herein called the "Indenture"), duly executed and delivered by the
Issuer to The First National Bank of Chicago, as Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations or rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the -Year
Extendible Notes of the Issuer, limited in aggregate principal amount to
$ .
[The -Year Extendible Notes may be redeemed at the option of the
Issuer as a whole or in part, or from time to time in part, on any date (i) on
or after , , and prior to , (ii) on or after
, , and prior to , , (iii) on or after
, , and prior to , and (iv) on or after
, and prior to maturity upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes at their last registered addresses, all as further provided in
the Indenture at 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption. If this Note is redeemed in part,
the principal amount that remains Outstanding shall not be less than $
.]
In case an Event of Default with respect to the -Year Extendible
Notes, as defined in the Indenture, shall have occurred and be continuing, the
principal hereof 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 Securities are subject to the provisions of the Indenture relating to
defeasance of the entire indebtedness represented by the Securities.
The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than 50% in aggregate principal
amount of the Securities at the time Outstanding (as defined in the Indenture)
of all series to be affected (treated as one class), evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, that no such
supplemental indenture shall, without the consent of the Holder of each Security
affected (i) change the final maturity of the principal of, or installment of
interest, if any, on, any Security, or reduce the principal amount thereof or
the interest thereon or any amount payable upon redemption thereof, or change
the maturity of or reduce the amount of any payment to be made with respect to
any Coupon, or change the currency or currencies in which the principal of or
interest on such Security is denominated or payable, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof, or adversely affect the
right of repayment or repurchase, if any, at the option of the Holder, or reduce
the amount of, or postpone the date fixed for, any payment under any sinking
fund or analogous provisions for any Security, or impair the right to institute
suit for the enforcement of any payment on or after the maturity thereof (or, in
the case of redemption, on or after the redemption date); or (ii) reduce the
percentage in principal amount of the outstanding Securities of any series, the
consent of the Holders of which is required for any supplemental indenture, or
the consent of the Holders of which is required for any waiver of compliance
with certain provisions of the Indenture or certain defaults thereunder and
their consequences provided for in the Indenture. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Securities of any series, prior to any declaration accelerating the maturity
of such Securities, the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or certain
series of the Securities, as the case may be) waive any such past default or
Event of Default and its consequences. The preceding sentence shall not,
however, apply to a default in the payment of the principal of, or interest on
any of the Securities or to the payment of any sinking fund installment. Any
such consent or waiver by the Holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Debenture and any Debentures which
may be issued in exchange or substitution herefor, irrespective of whether or
not any notation thereof is made upon this Debenture or such other Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $ and any multiple of $ at the office or agency
of the Issuer in , and in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
Debentures may be exchanged for a like aggregate principal amount of Debentures
of other authorized denominations.
The Debentures may be redeemed at the option of the Issuer, as a whole, or
from time to time in part, on any date after and prior to
maturity, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the Holders of Debentures
at their last registered addresses, all as further provided in the Indenture, at
the following optional redemption prices (expressed in percentages of the
principal amount) together in each case with accrued interest to the date fixed
for redemption:
If redeemed during the twelve-month period beginning
Year Percentage Year Percentage
[provided, however, that no such optional redemption may be effected prior to
directly or indirectly from or in anticipation of moneys borrowed by or for the
account of the Issuer at an interest cost (calculated in accordance with
generally accepted financial practice) of less than % per annum.]
[The Debentures are also subject to redemption, through the operation of
the sinking fund as herein provided on and on each
thereafter to and including on notice as set forth above and at 100% of the
principal amount thereof (the sinking fund redemption price), together with
accrued interest to the date fixed for redemption.
As and for a sinking fund for the retirement of the Debentures and so long
as any of the Debentures remain outstanding and unpaid, the Issuer will pay to
the Trustee in cash (subject to the right to deliver certain Debentures in
credit therefor as in the Indenture provided), on or before and on or
before in each year thereafter to and including an amount
sufficient to redeem $ principal amount of the Debentures (or such
lesser amount equal to the principal amount then Outstanding) at the sinking
fund redemption price.
At its option the Issuer may pay into the sinking fund for the retirement
of Debentures, in cash except as provided in the Indenture, on or before
and on or before in each year thereafter to and including
, an amount sufficient to redeem an additional principal amount of
Debentures up to but not to exceed $ at the sinking fund redemption
price. To the extent that the right to such optional sinking fund payment is
not exercised in any year, it shall not be cumulative or carried forward to any
subsequent year.]
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Issuer in , a new Debenture or
Debentures of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, as such, or against any past, present or
future stockholder, officer or director, as such, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
The Indenture with respect to any series will be discharged and cancelled
except for certain Sections thereof, subject to the terms of the Indenture, upon
the payment of all the Securities of such series or upon the deposit with the
Trustee of funds or U.S. Government Obligations (or a combination thereof)
sufficient for such payment in accordance with Article Ten of the Indenture.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
[FORM OF OPTION TO ELECT REPAYMENT]
Option to Elect Repayment
The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
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(Please Print or Typewrite Name and Address of the Undersigned)
For this Note to be repaid the Issuer must receive at its office or agency
in the , or at such additional place or places of which
the Issuer shall from time to time notify the holder of the within Note, on or
before the or, if such is not a Business Day, the next
succeeding Business Day, but not earlier than the prior to
, , and , (i) this Note with this "Option to Elect
Repayment" form duly completed or (ii) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth the name of the holder of the
Note, the principal amount of the Note, the amount of the Note to be repaid, a
statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be received by the
Issuer not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter, and such Note and form duly completed are
received by the Issuer by such fifth Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be $ or an integral
multiple of $ in excess of $ ) which the Holder elects to have
repaid: $ ; and specify the denomination or denominations (which shall
be $ or multiple of $ in excess of $ ) of the -
Year Extendible Note or Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of such specification, one such
Note will be issued for the portion not being repaid; $ .
Dated:
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the face
of the Note in every particular without alteration or
enlargement or any other change whatsoever.
