EXHIBIT 4.1
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[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.
5 3/4% NOTE DUE FEBRUARY 15, 2001
CUSIP 200336 AN5
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 February 15, 2001 and to pay interest thereon from February
12, 1996 or from the most recent date in respect of which interest has been paid
or duly provided for semi-annually on February 15 and August 15, in each year,
commencing August 15, 1996, and at maturity, at the rate of 5 3/4% 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 February 1 or August 1 (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 1, 1995 (the "Indenture"),
between the Company and Yasuda Bank and Trust Company (U.S.A.), 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 5 3/4% Notes Due February 15, 2001, limited in aggregate principal
amount to $250,000,000 (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
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whereupon in accordance with the Indenture the Company will execute and deliver
the Notes of 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.
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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 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 Yasuda Bank and Trust Company (U.S.A.), the Trustee for this
Note under the Indenture, or its
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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.
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: February 12, 1996
COMDISCO, INC.
By:-----------------------------
President
[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.
YASUDA BANK AND TRUST COMPANY (U.S.A.),
AS TRUSTEE
By:
---------------------------
Authorized Officer
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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.
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[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 $50,000,000
COMDISCO, INC.
5 3/4% NOTE DUE FEBRUARY 15, 2001
CUSIP 200336 AN5
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 FIFTY MILLION DOLLARS
($50,000,000) on February 15, 2001 and to pay interest thereon from February 12,
1996 or from the most recent date in respect of which interest has been paid or
duly provided for semi-annually on February 15 and August 15, in each year,
commencing August 15, 1996, and at maturity, at the rate of 5 3/4% 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 February 1 or August 1 (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 1, 1995 (the "Indenture"),
between the Company and Yasuda Bank and Trust Company (U.S.A.), 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 5 3/4% Notes Due February 15, 2001, limited in aggregate principal
amount to $250,000,000 (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
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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 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.
-3-
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 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.
-4-
Unless the Certificate of Authentication hereon has been executed by
or on behalf of Yasuda Bank and Trust Company (U.S.A.), 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.
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: February 12, 1996
COMDISCO, INC.
By:
______________________________
President
[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.
YASUDA BANK AND TRUST COMPANY (U.S.A.),
AS TRUSTEE
By:
_______________________________
Authorized Officer
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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.
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