exv4w3






Exhibit 4.3




Steelcase Inc.




Officers’ Certificate



     Gary P. Malburg, Vice President, Finance & Treasurer, and David C. Sylvester, Vice President,
Chief Financial Officer, of Steelcase Inc., a Michigan corporation (the “Company”), pursuant to
Sections 2.01 and 13.06 of the Indenture, dated as of August 7, 2006 (the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan
Trust Company, National Association), as Trustee (the “Trustee”), each hereby certifies in the name
of the Company as follows:



     The aforesaid officers hereby establish, pursuant to the resolutions duly adopted by the Board
of Directors of the Company or a committee thereof (true, correct and complete copies of such
resolutions certified by the Assistant Secretary of the Company being separately delivered on the
date hereof), a series of Securities (as that term is defined in the Indenture) to be issued under
the Indenture, which Securities shall be in the form attached hereto as Exhibit A with such
terms and in such form as determined by or pursuant to such resolutions, as follows:



     1. The title of the Securities shall be: “6.375% Senior Notes due 2021” (the “Notes”).



     2. The aggregate principal amount of the Notes which may be authenticated and delivered under
the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or
in exchange for, or in lieu of, other Notes pursuant to or as contemplated by Section 2.05, 2.06,
2.07, 3.03 or 9.04 of the Indenture or Section 11 herein) shall initially be $250,000,000.


The Company may, from time to time, without the consent of the existing Holders of the Notes, issue
additional Securities having the same terms and conditions as the Notes, except for the issue date,
issue price and, in some cases, the initial Interest Payment Date, provided that if the additional
Securities are not fungible with the Notes for U.S. federal income tax purposes, the additional
Securities will have a separate CUSIP number, and any such additional Securities shall be
consolidated and form a single series with the Notes.




     3. The Stated Maturity of the Notes shall be February 15, 2021.



     4. The Notes shall bear interest from February 3, 2011 or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for, at the rate
of 6.375% per annum, payable semiannually on February 15 and August 15 of each year (each, an
“Interest Payment Date”), commencing on August 15, 2011, to the persons in whose names the Notes
are registered on the close of business on February 1 or August 1, as the case may be, next
preceding such Interest Payment Date (each, a “Regular Record Date”).



 









 




Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.




     5. The Notes shall be the Company’s senior unsecured obligations and shall rank equally with
all existing and future unsecured and unsubordinated debt of the Company.



     6. The principal of and interest on the Notes of such series shall be payable at the office or
agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New
York; provided, however, that, at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register for such series.



     7. The Notes shall not have any provisions providing for the extension of interest payment
periods or the deferral of interest payments.



     8. The Notes shall be redeemable, in whole or in part, at the Company’s option at any time (a
“Redemption Date”). The redemption price (the “Redemption Price”) will be equal to (a) at any time
prior to November 15, 2020, the greater of (i) 100% of the principal amount of any Notes being
redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below), plus 45 basis points; and (b) at any time on or after
November 15, 2020, 100% of the principal amount of any Notes being redeemed. In addition, in each
case, accrued and unpaid interest, if any, will be paid to the Redemption Date.


Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest
Payment Date to the registered holders as of the close of business on the relevant record date in
accordance with the Notes and the Indenture.



The Company will mail notice of any redemption at least 30 days, but not more than 60 days, before
the Redemption Date to each registered holder of the Notes to be redeemed. Once the notice is
mailed, the Notes called for redemption will become due and payable on the Redemption Date and at
the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date.



On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of the
Notes called for redemption (unless the Company defaults in the payment of the Redemption Price and
accrued interest). On or before the Redemption Date, the Company will deposit with a paying agent
(or the Trustee) money sufficient to pay the Redemption Price of, and accrued interest on, the
Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, and the Notes
are Global Securities, the Notes to be redeemed will be selected by the DTC in accordance with its
standard procedures. If the Notes to be redeemed are not Global Securities then held by the DTC,


2









 






the Notes to be redeemed will be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.



As used above:



“Comparable Treasury Issue” means the United States Treasury security selected by the Reference
Treasury Dealer 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 notes of comparable maturity to the remaining
term of the Notes.



“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee is provided with fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations or (C) if
only one Reference Treasury Dealer Quotation is received, such quotation.



“Reference Treasury Dealer” means (A) any of the initial purchasers (or their respective affiliates
which are Primary Treasury Dealers), and their respective successors; provided, however, that if
any of those entities ceases to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company will substitute for those entities another Primary Treasury
Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.



“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average 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 Company
and 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.



“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.




     9. The Notes shall not be entitled to any sinking fund or analogous provisions.



     10. Section 4.07 of the Indenture shall not apply to the Notes.



     11. Upon the occurrence of a Change of Control Triggering Event (as defined below), the
Company shall notify the Trustee, and make an offer (a “Change of Control Offer”) to each Holder to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control
Payment”). Within 30 days following any



3









 







Change of Control Triggering Event, the Company shall, or
shall cause the Trustee to, mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control Triggering Event and stating: (1) that a Change of Control
Offer is being made pursuant to this Section and that all Notes properly tendered will be accepted
for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”); (3) that any Notes not tendered will continue to accrue interest; (4) that, unless the
Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control
Payment Date; (5) that Holders electing to have any Notes, with the form entitled “Option of Holder
to Elect Purchase” attached to the Global Security completed, purchased pursuant to a Change of
Control Offer will be required to surrender such Notes to the Trustee or paying agent at the
address specified in the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if
the Trustee or paying agent receives, not later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7)
that Holders whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $2,000 in principal amount or an integral multiple of $1,000 thereof. The Company
shall comply with the requirements of Rule 14e–1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of Notes in connection with a Change of Control Triggering Event. To
the extent that the provisions of any securities laws or regulations conflict with this Section,
the Company will comply with the applicable securities laws and regulations and will not be deemed
to have breached its obligations under this Section by virtue of such conflict; and


On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Trustee or paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of such Notes or portions thereof being purchased by the Company. The
Trustee or paying agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered by such Holder, if any; provided, that each such new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereof. The
Company shall publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.




4









 







The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third Person makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section and all other
provisions of the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.



As used above:



“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating
Event.



“Rating Event” means with respect to a Change of Control, if the Notes carry immediately prior to
the first public notice of an arrangement that could result in a Change of Control:




     (a) an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from both Rating
Agencies, the rating from both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either Rating Agency) is either downgraded to a non-investment grade credit rating (BB+/Ba1 or
equivalent, or worse) or withdrawn and is not within such period subsequently (in the case of a
downgrade) upgraded to an investment grade credit rating or (in the case of a withdrawal) replaced
by an investment grade credit rating;



     (b) a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from both Rating
Agencies, the rating from both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either Rating Agency) is either downgraded by one or more notches (for illustration, Ba1 to Ba2
being one notch) or withdrawn and is not within such period subsequently (in the case of a
downgrade) upgraded to its earlier credit rating or better or (in the case of a withdrawal)
replaced by its earlier credit rating or better; or



     (c) both an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from one
Rating Agency and a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from the
other Rating Agency and (i) the investment grade credit rating on any date from the date of the
public notice of an arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of Control (which 60-day
period shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either Rating Agency) is either downgraded to a
non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) or withdrawn and is not
within such period



5









 







subsequently (in the case of a downgrade) upgraded to an investment grade credit
rating by such Rating Agency or (in the case of a withdrawal) replaced by an investment grade
credit rating from such Rating Agency and (ii) the non-investment grade credit rating on any date
from the date of the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of the Change of Control
(which 60-day period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency) is either downgraded by one
or more notches (for illustration, Ba1 to Ba2 being one notch) or withdrawn and is not within such
period subsequently (in the case of a downgrade) upgraded to its earlier credit rating or better by
such Rating Agency or (in the case of a withdrawal) replaced by its earlier credit rating or better
by such Rating Agency;


provided that in making the relevant decision(s) referred to above to downgrade or withdraw such
ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing to the
Company that such decision(s) resulted, in whole or in part, from the occurrence of such Change of
Control or the first public notice of an arrangement that could result in a Change of Control.




     12. The Notes shall be issued in the form of a registered Global Security which shall be
deposited with, or on behalf of, The Depository Trust Company (“DTC”), as depositary, and
registered in the name of Cede & Co., as DTC’s nominee, or shall remain in the custody of the
Trustee on behalf of DTC or DTC’s nominee. Beneficial interests in the Global Security shall be
represented through book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Investors may elect to hold interests in the
Global Security through DTC, if they are participants of DTC, or indirectly through organizations
which are participants in these systems.



     13. Principal of and interest on the Notes shall be payable in U.S. dollars.



     14. The Notes shall not be convertible into or exchangeable for shares of common stock,
preferred stock or other securities or property of the Company.



     15. The Trustee shall initially be the Paying Agent, Transfer Agent and Security Registrar for
the Notes of such series. The Security Register for the Notes of such series shall be maintained by
the Security Registrar in the Borough of Manhattan, The City of New York.



     16. The Notes shall constitute Global Securities (as defined in the Indenture).



     17. The Notes shall be issued in denominations of $2,000 and any integral multiple of $1,000
in excess thereof.



     18. The Notes shall be defeasible pursuant to Section 11.02 of the Indenture. Any such
defeasance election shall be evidenced by a Board Resolution.



6









 





     19. In case of any conflict between this Certificate and the Notes in the form referred to
above, the Notes shall control.



     Each of the aforesaid officers further states pursuant to Sections 2.01 and 13.06 of such
Indenture that (i) he has read the applicable covenants and conditions related to the issuance,
authentication and delivery of the Notes provided for in the Indenture and the respective
definitions relating thereto; (ii) the statements made in this Certificate are based upon the
examination or investigation of the applicable provisions of the Indenture and the relevant books
and records of the Company; (iii) in his opinion, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not such covenants or
conditions related to the issuance, authentication and delivery of the Notes pursuant to the
Indenture have been complied with; and (iv) in his opinion, such conditions and covenants have been
complied with.



     Capitalized terms defined in the Indenture and not otherwise defined herein have the
respective meanings provided for therein.



7









 





     IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the Company this 3rd
day of February, 2011.



	 	 	 

	STEELCASE INC.
	 
	 	 
	By:

	 	/s/ Gary P. Malburg
	 

	 	 
	Name:

	 	Gary P. Malburg
	Title:

	 	Vice President, Finance & Treasurer
	 
	 	 
	By:

	 	/s/ David C. Sylvester
	 

	 	 
	Name:

	 	David C. Sylvester
	Title:

	 	Vice President, Chief Financial Officer






Officers’ Certificate




 









 





Exhibit A




 









 





6.375% SENIOR NOTE DUE 2021



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR THE NOMINEE OF A DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK
CORPORATION, TO STEELCASE INC. (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS 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.



EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN
WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY SELECTED AND
APPROVED BY THE COMPANY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.




STEELCASE INC.




6.375% Senior Note Due 2021



CUSIP NO. 858155 AD6

ISIN NO. US858155AD66




			
	 	 	 
	No. 01
	 	$250,000,000






     STEELCASE INC., a corporation duly organized and existing under the laws of Michigan (herein
called the “Company”, which term includes any successor under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the
principal sum of $250,000,000 (TWO HUNDRED FIFTY MILLION U.S. DOLLARS) on February 15, 2021, and to
pay interest thereon from February 3, 2011 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on February 15 and August 15 in each
year, commencing on August 15, 2011 at the rate of 6.375% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date shall, as provided in the Indenture hereinafter referred to, be
paid to the Person in whose name this Security (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 immediately preceding February 1 or August 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest that is not so punctually paid or
duly provided for shall forthwith cease to be payable to the holder on such regular record date and
may either be paid to the Person in whose name this Security (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 which special record date shall not be more than 15
nor less than 10 days prior to the date of the proposed payment and not less than 10 days after
receipt by the Trustee of the notice of proposed payment, notice of which shall be given to holders
of Securities of this series not less than 10 days prior to such special record date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.



     Payments of interest on this Security shall include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Security shall be computed and paid
on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on
which interest is payable on this Security is not a Business Day, then payment of the interest
payable on such date shall be made on the next succeeding day that is a Business Day, with the same
force and effect as if made on the date the payment was originally payable.



     The Company shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where this Security may be surrendered for registration of transfer or exchange and an
office or agency where this Security may be presented for payment or for exchange. The Company has
initially appointed The Bank of New York Mellon Trust Company, N.A. as its Registrar, Transfer
Agent and Paying Agent. On the date hereof, the office of the Registrar, Transfer Agent and Paying
Agent is located at 101 Barclay Street, New York, New York 10286. The Company reserves the right
at any time to vary or terminate the appointment of any Paying Agent, Transfer Agent or Registrar,
to appoint additional or other Paying Agents or other Registrars and to approve any change in the
office through which any Paying Agent, Transfer Agent or Registrar acts. The principal of and
interest on this Security shall be paid 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. Payment of
interest (including interest on an Interest Payment Date) shall be made, subject to such surrender
where applicable, 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.



     The Notes (as defined on the reverse hereof) shall be senior unsecured obligations of the
Company and shall rank equally in right of payment with all of the other senior unsecured and
unsubordinated indebtedness of the Company from time to time outstanding. The Notes shall rank
senior to any subordinated indebtedness of the Company.



F-2









 





     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



F-3









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.



     Dated: February ___, 2011



	 	 	 

	STEELCASE INC.
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	David C. Sylvester
	Title:

	 	Vice President, Chief Financial Officer





Attest:




	 	 	 

	 
	Name:

	 	Liesl A. Maloney
	Title:

	 	Senior Corporate Counsel and Assistant 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 BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee




	 	 	 

	By:
	 	 
	 

	 	 





Authorized Signatory




 









 





[REVERSE SIDE OF NOTE]



This Security is one of a duly authorized issue of Securities of the Company issued and issuable in
one or more series under an Indenture dated as of August 7, 2006 (the “Indenture”; capitalized
terms used and not defined herein shall have the meaning ascribed to such terms in the Indenture),
between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to
J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture 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 Securities issued thereunder and of the terms upon
which said Securities are, and are to be, authenticated and delivered. This Security is one of the
series of Securities of the Company issued pursuant to the Indenture and designated as “6.375%
Senior Notes due 2021” (the “Notes”), initially limited in aggregate principal amount to
$250,000,000. The Company may, from time to time, without the consent of the holders of the Notes,
issue additional Securities under the Indenture having the same terms as the Notes in all respects,
except for the issue date, issue price and, in some cases, the initial interest payment date,
provided that if the additional Securities are not fungible with the Notes for U.S. federal income
tax purposes, the additional Securities will have a separate CUSIP number, and additional
Securities shall be consolidated and form a single series with the Notes.




Notes in Definitive Form



This Security is exchangeable in whole or from time to time in part for Notes of this series in
definitive registered form only as provided herein and in the Indenture. If (1) at any time the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this
Security or if at any time the Depositary shall no longer be registered or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a
successor Depositary is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, (2) an Event of Default has occurred
and is continuing with regard to the Notes represented by this Security or (3) the Company
determines that this Security shall no longer be represented by a Global Security and executes and
delivers to the Trustee an Officers’ Certificate evidencing such determination, this Security shall
be exchangeable for Notes of this series in definitive registered form, provided that the
definitive Notes so issued in exchange for this Security shall be in any approved denominations
requested by or on behalf of the Depositary, without coupons, and in an aggregate principal amount
equal to the principal amount of this Security to be exchanged. Except as provided above, owners of
beneficial interests in this Security shall not be entitled to have Notes registered in their
names, shall not receive or be entitled to physical delivery of Notes in definitive registered form
and shall not be considered the holders thereof for any purpose under the Indenture.




 









 








Default



If an Event of Default with respect to the Notes shall occur and be continuing, the principal of
the Notes may be declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.




Amendment and Modification



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
Notes 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 Notes at the time
Outstanding. The Indenture also permits the holders of specified percentages in principal amount of
the Notes at the time Outstanding, on behalf of the holders of all Notes, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Security shall be
conclusive and binding upon such holder and upon all future holders of this Security and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.




Optional Redemption of the Notes



The redemption price (the “Redemption Price”) will be equal to (a) at any time prior to November
15, 2020, the greater of (i) 100% of the principal amount of any Notes being redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
(as defined below), plus 45 basis points; and (b) at any time on or after November 15, 2020, 100%
of the principal amount of any Notes being redeemed. In addition, in each case, accrued and unpaid
interest, if any, will be paid to the Redemption Date.



Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest
Payment Date to the registered holders as of the close of business on the relevant record date in
accordance with the Notes and the Indenture.



The Company will mail notice of any redemption at least 30 days, but not more than 60 days, before
the Redemption Date to each registered holder of the Notes to be redeemed. Once the notice is
mailed, the Notes called for redemption will become due and payable on the Redemption Date and at
the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date.



On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of the
Notes called for redemption (unless the Company defaults in the payment of the Redemption Price and
accrued interest). On or before the Redemption Date, the Company will deposit with a paying agent
(or the Trustee) money sufficient to pay the


R-2









 






Redemption Price of, and accrued interest on, the
Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, and the Notes
are Global Securities, the Notes to be redeemed will be selected by the DTC in accordance with its
standard procedures. If the Notes to be redeemed are not Global Securities then held by the DTC,
the Notes to be redeemed will be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.



As used above:



“Comparable Treasury Issue” means the United States Treasury security selected by the Reference
Treasury Dealer 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 notes of comparable maturity to the remaining
term of the Notes.



“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee is provided with fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations or (C) if
only one Reference Treasury Dealer Quotation is received, such quotation.



“Reference Treasury Dealer” means (A) any of the initial purchasers (or their respective affiliates
which are Primary Treasury Dealers), and their respective successors; provided, however, that if
any of those entities ceases to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), the Company will substitute for those entities another Primary Treasury
Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.



“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average 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 Company
and 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.



“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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.




Sinking Fund



The Notes shall not be subject to any sinking fund or analogous provision.




Repurchase at the Option of Holders



Section 4.07 of the Indenture shall not apply to the Notes.




R-3









 







Upon the occurrence of a Change of Control Triggering Event (as defined below), the Company shall
notify the Trustee, and make an offer (a “Change of Control Offer”) to each Holder to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each
Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control Triggering Event, the Company shall, or shall cause
the Trustee to, mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control Triggering Event and stating: (1) that a Change of Control Offer
is being made pursuant to this Section and that all Notes properly tendered will be accepted for
payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
(3) that any Notes not tendered will continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment
Date; (5) that Holders electing to have any Notes, with the form entitled “Option of Holder to
Elect Purchase” attached hereto completed, purchased pursuant to a Change of Control Offer will be
required to surrender such Notes to the Trustee or paying agent at the address specified in the
notice prior to the close of business on the third Business Day preceding the Change of Control
Payment Date; (6) that Holders will be entitled to withdraw their election if the Trustee or paying
agent receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that
such Holder is withdrawing his election to have such Notes purchased; and (7) that Holders whose
Notes are being purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in
principal amount or an integral multiple of $1,000 thereof. The Company shall comply with the
requirements of Rule 14e–1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection with the repurchase
of Notes in connection with a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with this Section, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section by virtue of such conflict; and



On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Trustee or paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of such Notes or portions thereof being purchased by the Company. The
Trustee or paying agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal


R-4









 






amount to any
unpurchased portion of the Notes surrendered by such Holder, if any; provided, that each such new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereof. The
Company shall publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.



The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third Person makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section and all other
provisions of the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.



As used above:



“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating
Event.



“Rating Event” means with respect to a Change of Control, if the Notes carry immediately prior to
the first public notice of an arrangement that could result in a Change of Control:




     (a) an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from both Rating
Agencies, the rating from both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either Rating Agency) is either downgraded to a non-investment grade credit rating (BB+/Ba1 or
equivalent, or worse) or withdrawn and is not within such period subsequently (in the case of a
downgrade) upgraded to an investment grade credit rating or (in the case of a withdrawal) replaced
by an investment grade credit rating;



     (b) a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from both Rating
Agencies, the rating from both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either Rating Agency) is either downgraded by one or more notches (for illustration, Ba1 to Ba2
being one notch) or withdrawn and is not within such period subsequently (in the case of a
downgrade) upgraded to its earlier credit rating or better or (in the case of a withdrawal)
replaced by its earlier credit rating or better; or



     (c) both an investment grade credit rating (BBB-/Baa3, or equivalent, or better) from one
Rating Agency and a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) from the
other Rating Agency and (i) the investment grade credit



R-5









 







rating on any date from the date of the
public notice of an arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of Control (which 60-day
period shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either Rating Agency) is either downgraded to a
non-investment grade credit rating (BB+/Ba1, or equivalent, or worse) or withdrawn and is not
within such period subsequently (in the case of a downgrade) upgraded to an investment grade credit
rating by such Rating Agency or (in the case of a withdrawal) replaced by an investment grade
credit rating from such Rating Agency and (ii) the non-investment grade credit rating on any date
from the date of the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of the Change of Control
(which 60-day period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency) is either downgraded by one
or more notches (for illustration, Ba1 to Ba2 being one notch) or withdrawn and is not within such
period subsequently (in the case of a downgrade) upgraded to its earlier credit rating or better by
such Rating Agency or (in the case of a withdrawal) replaced by its earlier credit rating or better
by such Rating Agency;


provided that in making the relevant decision(s) referred to above to downgrade or withdraw such
ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing to the
Company that such decision(s) resulted, in whole or in part, from the occurrence of such Change of
Control or the first public notice of an arrangement that could result in a Change of Control.




Miscellaneous



No reference herein to the Indenture and no provision of this Security 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 Security at the time, place and rate, and in the coin or
currency, herein and in the Indenture prescribed.



Any money that the Company deposits with the Trustee or any Paying Agent or that the Company holds
in trust for the payment of principal or any interest on this Note that remains unclaimed for two
years after the date upon which the principal and interest are due and payable, shall be repaid to
the Company on May 31 of each year or (if then held by the Company) discharged from the trust.
After that time, unless otherwise required by mandatory provisions of any unclaimed property law,
the holder of this Security shall be able to seek any payment to which such holder may be entitled
to collect only from the Company.



As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender for transfer of this Security
at the office or agency of the Company designated for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company or the
Registrar and duly executed by, the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of the same series as the


R-6









 






 Security presented for a like
aggregate amount, shall be issued to the designated transferee or transferees. No service charge
shall be made for any such exchange or registration of transfer, but the Company shall require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the Trustee,
any Paying Agent and the Registrar may deem and treat the Person in whose name this Security is
registered as the absolute owner hereof for all purposes, whether or not this Security be overdue
and notwithstanding any notice of ownership or writing thereon made by anyone other than the
Registrar, and none of the Company, the Trustee, any Paying Agent or the Registrar shall be
affected by notice to the contrary.



The Notes are issuable only in registered form without coupons in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of
Notes of a different authorized denomination, as requested by the holder surrendering the same upon
surrender of the Note or Notes to be exchanged at the office or agency of the Company.



No recourse shall be had for payment of the principal of or interest on this Security, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or future, as such, of
the Company or of any predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.



THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




R-7









 








OPTION OF HOLDER TO ELECT PURCHASE



If you want to elect to have this Note purchased by the Company pursuant to the Change of Control
Offer (as defined in the Global Security certificate), check the box below:



o Change of Control Offer



If you want to elect to have only part of the Note purchased by the Company pursuant to the Change
of Control Offer, state the amount you elect to have purchased: $ _________




	 	 	 	 	 

	Date:

	 	 	 	Your Signature:
	 


	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the face of the Note)
	 
	 	 	 	 
	Tax Identification No:	 	 
	 

	 	 	 
	 
	 	 	 	 
	Signature Guarantee*:	 	 
	 
	 
	 	 
	(*Participant in a Recognized Signature Guarantee Medallion Program)