EXHIBIT 4.1
-----------
[FORM OF GLOBAL SECURITY]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
No. R-1 $200,000,000
COMDISCO, INC.
6% NOTE DUE JANUARY 30, 2002
CUSIP 200336 AT2
Comdisco, Inc., a Delaware corporation (hereinafter called 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 TWO HUNDRED MILLION DOLLARS
($200,000,000) on January 30, 2002 and to pay interest thereon from January 26,
1999 or from the most recent date in respect of which interest has been paid or
duly provided for semi-annually on January 30 and July 30, in each year,
commencing July 30, 1999, and at maturity, at the rate of 6% per annum, until
the principal hereof is paid or duly made available for payment.
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 January 15 or July 15(whether or not a Business Day) immediately
preceding such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either 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, all as more
fully provided in the Indenture. Interest payable at Stated Maturity will be
payable to the Person to whom the principal hereof shall be payable.
Payment of the principal of, 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 payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized series of securities issued and to be
issued under an Indenture, dated as of December 15, 1998 (the "Indenture"),
between the Company and The Fuji Bank and Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor Trustee with respect to
the Notes, 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 of the terms upon which the Notes
are, and are to be, authenticated and delivered.
This Note is a global Note representing Securities of a series of the
Company's 6% Notes Due January 30, 2002 limited in aggregate principal amount to
$350,000,000 (the "Notes").
This Note is not subject to any sinking fund and is not redeemable, in
whole or in part, prior to maturity.
If (a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this global Security and a successor depositary is
not appointed by the Company within 60 days or if at any time the Depositary
ceases to be clearing agency registered under the Securities Exchange Act of
1934, as amended, (b) the Company in its sole discretion determines that this
global Security shall be exchangeable for definitive Securities of this series
in registered form or (c) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing, the Holder hereof shall
surrender this global Security to the Trustee for cancellation whereupon in
accordance with the Indenture the Company will execute and deliver the Notes of
-2-
this series in definitive registered form without coupons, in denominations of
$1,000 and any integral multiples thereof, and in a like aggregate principal
amount, in exchange for 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 interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each
Holder affected thereby, an amendment or modification may not: (a) change the
Stated Maturity or any Interest Payment Date or the redemption price; (b) reduce
the principal amount of, or the interest on, any Note or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change the place or currency of any payment of principal or interest on any
Note (except as otherwise provided in the Indenture); (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note; (e) reduce the percentage in principal amount of Notes, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage in principal amount of Notes
necessary to waive any past default to less than a majority. Except with
respect to certain fundamental provisions, the Holders of at least a majority in
principal amount of Notes may, with respect to the Notes, waive past defaults
under the Indenture and waive compliance by the Company with certain provisions
of the Indenture. The Indenture also contains provisions permitting the Company
and the Trustee to effect certain modifications and amendments without the
consent of the Holders to cure ambiguities, correct inconsistencies and make
other changes, provided such modifications and amendments do not adversely
affect the interest of the Holders in any material respect.
If an Event of Default (as defined in the Indenture) with respect to Notes
should occur and be continuing, the principal amount of the Notes and interest
accrued thereon may, by written notice to the Company, be declared due and
payable by the Trustee or the Holders of not less than 25% in principal amount
of all outstanding Notes. Such declaration of acceleration may, if all payments
due have been made and all Events of Default have been remedied or waived, be
rescinded by the Holders of a majority in principal amount of all outstanding
Notes. Any Event of Default may be waived by the Holders of a majority in
principal amount of all outstanding Notes, except that default in payment of the
principal, premium, or interest on any Note, or in respect of a covenant under
the Indenture which cannot be modified absent the consent of the Holders of each
outstanding Note, cannot be waived.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment
-3-
of a receiver or trustee or for any other remedy thereunder, unless: (i) such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes; (ii) the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity; (iii) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by its
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.
No service charge shall be made for any 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 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.
This Note is unsecured and ranks pari passu with all other unsecured and
---- -----
unsubordinated indebtedness of the Company.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
All capitalized terms used in this Note without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of The Fuji Bank and Trust Company, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
-4-
IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).
DATED: January 26, 1999
COMDISCO, INC.
By:_____________________________
Xxxx X. Xxxxxxx,
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
________________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE FUJI BANK AND TRUST COMPANY,
AS TRUSTEE
By:____________________________
Authorized Signatory
-5-
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
The within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________________
__________________ attorney-in-fact to transfer said Note on the books of the
Company, with full power of substitution in the premises.
__________________________________________________
Dated:_______________ Signature
NOTICE: The signature on this assignment must
correspond with the name as written upon the face
of this Note in every particular, without
alteration or enlargement or any change whatever.
-6-
EXHIBIT 4.1
-----------
[FORM OF GLOBAL SECURITY]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
NO. R-2 $150,000,000
COMDISCO, INC.
6% NOTE DUE JANUARY 30, 2002
CUSIP 200336 AT2
COMDISCO, INC., a Delaware corporation (hereinafter called 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 ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) on January 30, 2002 and to pay interest thereon from January 26,
1999 or from the most recent date in respect of which interest has been paid or
duly provided for semi-annually on January 30 and July 30, in each year,
commencing July 30, 1999, and at maturity, at the rate of 6% per annum, until
the principal hereof is paid or duly made available for payment.
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 January 15 or July 15(whether or not a Business Day) immediately
preceding such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either 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, all as more
fully provided in the Indenture. Interest payable at Stated Maturity will be
payable to the Person to whom the principal hereof shall be payable.
Payment of the principal of, 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 payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized series of securities issued and to be
issued under an Indenture, dated as of December 15, 1998 (the "Indenture"),
between the Company and The Fuji Bank and Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor Trustee with respect to
the Notes, 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 of the terms upon which the Notes
are, and are to be, authenticated and delivered.
This Note is a global Note representing Securities of a series of the
Company's 6% Notes Due January 30, 2002 limited in aggregate principal amount to
$350,000,000 (the "Notes").
This Note is not subject to any sinking fund and is not redeemable, in
whole or in part, prior to maturity.
If (a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this global Security and a successor depositary is
not appointed by the Company within 60 days or if at any time the Depositary
ceases to be clearing agency registered under the Securities Exchange Act of
1934, as amended, (b) the Company in its sole discretion determines that this
global Security shall be exchangeable for definitive Securities of this series
in registered form or (c) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing, the Holder hereof shall
surrender this global Security to the Trustee for cancellation whereupon in
accordance with the Indenture the Company will execute and deliver the Notes of
-2-
this series in definitive registered form without coupons, in denominations of
$1,000 and any integral multiples thereof, and in a like aggregate principal
amount, in exchange for 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 interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders. However, without the consent of each
Holder affected thereby, an amendment or modification may not: (a) change the
Stated Maturity or any Interest Payment Date or the redemption price; (b) reduce
the principal amount of, or the interest on, any Note or reduce the amount of
principal which could be declared due and payable prior to the Stated Maturity;
(c) change the place or currency of any payment of principal or interest on any
Note (except as otherwise provided in the Indenture); (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note; (e) reduce the percentage in principal amount of Notes, the consent of
whose Holders is required to modify or amend the Indenture; or (f) modify the
foregoing requirements or reduce the percentage in principal amount of Notes
necessary to waive any past default to less than a majority. Except with
respect to certain fundamental provisions, the Holders of at least a majority in
principal amount of Notes may, with respect to the Notes, waive past defaults
under the Indenture and waive compliance by the Company with certain provisions
of the Indenture. The Indenture also contains provisions permitting the Company
and the Trustee to effect certain modifications and amendments without the
consent of the Holders to cure ambiguities, correct inconsistencies and make
other changes, provided such modifications and amendments do not adversely
affect the interest of the Holders in any material respect.
If an Event of Default (as defined in the Indenture) with respect to Notes
should occur and be continuing, the principal amount of the Notes and interest
accrued thereon may, by written notice to the Company, be declared due and
payable by the Trustee or the Holders of not less than 25% in principal amount
of all outstanding Notes. Such declaration of acceleration may, if all payments
due have been made and all Events of Default have been remedied or waived, be
rescinded by the Holders of a majority in principal amount of all outstanding
Notes. Any Event of Default may be waived by the Holders of a majority in
principal amount of all outstanding Notes, except that default in payment of the
principal, premium, or interest on any Note, or in respect of a covenant under
the Indenture which cannot be modified absent the consent of the Holders of each
outstanding Note, cannot be waived.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment
-3-
of a receiver or trustee or for any other remedy thereunder, unless: (i) such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes; (ii) the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity; (iii) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by its
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.
No service charge shall be made for any 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 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.
This Note is unsecured and ranks pari passu with all other unsecured and
---- -----
unsubordinated indebtedness of the Company.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
All capitalized terms used in this Note without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been executed by or on
behalf of The Fuji Bank and Trust Company, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
-4-
IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).
DATED: January 26, 1999
COMDISCO, INC.
By:__________________________
Xxxx X. Xxxxxxx,
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
__________________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE FUJI BANK AND TRUST COMPANY,
AS TRUSTEE
By:________________________________
Authorized Signatory
-5-
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
___________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
The within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
__________________ attorney-in-fact to transfer said Note on the books of the
Company, with full power of substitution in the premises.
__________________________________________________
Dated:_______________ Signature
NOTICE: The signature on this assignment must
correspond with the name as written upon the face
of this Note in every particular, without
alteration or enlargement or any change whatever.
-6-
