EXHIBIT 4.1
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FORM OF FIXED RATE NOTE
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[Face of Note]
CUSIP NO.____ TUPPERWARE FINANCE COMPANY B.V.
REGISTERED
NO. FX__ MEDIUM-TERM NOTE, SERIES A PRINCIPAL AMOUNT: $____
UNCONDITIONALLY GUARANTEED BY
TUPPERWARE CORPORATION
If this Security is a global Security, the following legend is
applicable: Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
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 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. 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 A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
The following summary of terms is subject to the information set forth
herein:
SPECIFIC CURRENCY: EXCHANGE RATE AGENT
(If other than U.S. Dollars): ((f Specified Currency is other
than U.S. Dollars):
EXCHANGE RATE: U.S. $1.00 = _____ OPTIONAL REDEMPTION: [_] YES [_]
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
REDEMPTION PERIODS:
STATED MATURITY: INITIAL REDEMPTION PERCENTAGE:
ANNUAL PERCENTAGE
REDEMPTION REDUCTION:
AUTHORIZED DENOMINATIONS REDEMPTION PRICE: The Initial
(If other than $100,000 and integral Redemption Percentage, as adjusted
multiples of $1,000 in excess thereof downward by the Annual Percentage
or if Specified Currency is other than Redemption Reduction on each anniversary
U.S. Dollars): of the Initial Redemption Date (until
the adjusted percentage is 100%),
multiplied by the unpaid Principal
Amount of the Security or the portion
thereof to be redeemed.
FORM: [_] GLOBAL OPTION TO ELECT REPAYMENT: [_] YES [_]
[_] CERTIFICATED
PAYING AGENT (If other than the Trustee): OPTIONAL REPAYMENT DATE[S]:
INTEREST RATE: OPTIONAL REPAYMENT PRICE[S]:
REGULAR RECORD DATES:
INTEREST PAYMENT DATES: OPTIONAL INTEREST RESET: [_] YES [_]
OVERDUE RATE: OPTIONAL INTEREST RESET DATE[S]:
DEPOSITARY: OPTIONAL EXTENSIONS OF ORIGINAL STATED
MATURITY DATE: [_] YES [_]
SINKING FUND: [_] YES [_] NO EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
AMORTIZING SECURITY: [_] YES [_] NO
FINAL MATURITY DATE:
ANNEX ATTACHED (and
incorporated by reference
herein): [_] YES [_] NO OTHER PROVISIONS:
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:
ORIGINAL ISSUE DISCOUNT SECURITY: [_] YES [_] NO ISSUE PRICE (expressed
as a percentage of aggregate principal amount):
YIELD TO MATURITY:
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TUPPERWARE FINANCE COMPANY B.V., a corporation organized and existing
under the laws of The Netherlands (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
___________________________________________________________ or registered
assigns, the principal sum specified above on the Stated Maturity shown above,
and to pay interest thereon from and including the Original Issue Date shown
above or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.
Interest will be paid on the Interest Payment Date or Dates specified
above, commencing with the first such Interest Payment Date next succeeding the
Original Issue Date shown above (except as provided below), at the rate per
annum specified above, until the principal hereof is paid or made available for
payment and on the Stated Maturity, and, if specified above, interest will
accrue on any overdue principal and on any overdue installment of interest (to
the extent that such interest is legally enforceable) at the Overdue Rate per
annum specified above. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered in the Security register at the close of business on
the regular record date specified above (a "Regular Record Date") next preceding
such Interest Payment Date; provided, however, that interest payable at maturity
will be payable to the person to whom principal will be payable. The first
payment of interest on any Security originally issued between a Regular Record
Date and the next Interest Payment Date will be made on the Interest Payment
Date following the next succeeding Regular Record Date to the Holder on such
next succeeding Regular Record Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
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, notice whereof is to be given to Holders of Securities not less than 10
calendar 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 may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
If this Security is a Global Security as specified above, while this
Security is represented by one or more Global Securities registered in the name
of the Depositary or its nominee, the Company will cause payments of principal
of, premium, if any, and interest on such Global Securities to be made to the
Depositary or its nominee, as the case may be, by wire transfer to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures.
If this Security is a certificated Security as specified above,
payments of interest and, if this Security is an Amortizing Security as
specified above, principal on this Security (other than interest, and if this
Security is an Amortizing Security, principal payable at Stated Maturity) will
be made by mailing a check to the Holder at the address of the Holder appearing
in the Security register on the applicable Regular Record Date. Notwithstanding
the foregoing, at the option of the Company, all payments of interest and, if
this is an Amortizing Security, principal on this Security may be made by wire
transfer of immediately available funds to an account designated by the Holder
at a bank located in the United States.
Payment of principal of, premium, if any, and interest on this
Security will be made in the Specified Currency specified above; provided,
however, that, if this Security is denominated in other than U.S. dollars,
payments of principal, premium, if any, and interest on this Security will
nevertheless be made in U.S. dollars: (a) at the option of the Holder of this
Security under the procedures described in the two next succeeding paragraphs
and (b) at the Company's option in the case of imposition of exchange controls
or other circumstances beyond the Company's control as described in the fourth
succeeding paragraph. The Company will at all times appoint and maintain a
Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities of this series on
behalf of the Company and having an office or agency (the "Paying Agent Office")
in the City of Chicago (the "Place of Payment"), where Securities of this series
may be presented or surrendered for payment and where notices, designations or
requests in respect of payments with respect to Securities of this series may be
served. The Company has initially appointed The First National Bank of Chicago
as such Paying Agent. The Company will give prompt written notice to the Trustee
of any change in such appointment.
Except as provided in the next paragraph, payments of interest and
principal and premium, if any, for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Stated Maturity, redemption or repayment of such Security, as the case may
be (each date of such Stated Maturity and any such redemption or repayment being
referred to herein as a "Maturity" with respect to the principal repayable on
such date), has transmitted a written request for such payment in U.S. dollars
to the Paying Agent at the Paying Agent Office in the Place of Payment on or
before such Regular Record Date, or the date 15 days before such Maturity. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transmission. Any such request made for any Security by a
registered Holder will remain in effect for any further payments of interest and
principal and premium, if any, on such Security payable to such Holder, unless
such request is revoked on or before the relevant Regular Record Date or the
date 15 days before such Maturity.
The U.S. dollar amount to be received by a Holder of a Security
denominated in a Specified Currency other than U.S. dollars who elects to
receive payment in U.S. dollars will be based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New
York City time on the second Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of such Specified
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of such Specified Currency payable to all Holders of Securities of this
series denominated in such Specified Currency electing to receive U.S. dollar
payments on such payment date and at which the applicable dealer commits to
execute a contract. If three such bid quotations are not available on the second
Business Day preceding the payment of principal, premium, if any, or interest
for any such Security, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any such
Security will be borne by the Holder thereof by deductions from such payment. If
this Security is denominated in a Specified Currency other than U.S. dollars,
(i) the Company will at all times appoint and maintain a banking institution
that is not an Affiliate of the Company as Exchange Rate Agent hereunder; and
(ii) the Company has initially appointed the Exchange Rate Agent specified above
as such Exchange Rate Agent and will give prompt written notice to the Trustee
of any change in such appointment.
Payment of the principal of, premium, if any, and interest on any
Security of this series due at Maturity will be made in immediately available
funds upon surrender of such Security to the Paying Agent at the Paying Agent
Office in the Place of Payment; provided
-3-
that such Security is presented to the Paying Agent in time for the Paying Agent
to make such payment in accordance with its normal procedures.
If the principal of, premium, if any, or interest on any Security of
this series is payable in other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF AND THE ATTACHED ANNEX, IF ANY, 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 referred to on the reverse hereof, or its successor as Trustee, or
its Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, TUPPERWARE FINANCE COMPANY, B.V. has caused this
instrument to be signed by its duly authorized representatives.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION TUPPERWARE FINANCE COMPANY,
This is one of the series of Securities of the B.V.
series designated herein referred to in the
within-mentioned Indenture. By:___________________________
Managing Director
THE FIRST NATIONAL BANK OF CHICAGO, By:___________________________
as Trustee Managing Director
By:__________________________
Authorized Officer
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[Reverse of Note]
TUPPERWARE FINANCE COMPANY B.V.
MEDIUM-TERM NOTE, SERIES A
UNCONDITIONALLY GUARANTEED BY
TUPPERWARE CORPORATION
SECTION 1. General. This Note is one of a duly authorized issue of
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securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of October 1, 1996
(herein called the "Indenture"), between the Company, Tupperware Corporation
(the "Guarantor") and The First National Bank of Chicago, as Trustee (herein
called the "Trustee", which term includes any successor trustee 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 Guarantor, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the
Securities of the series designated on the face hereof. The Securities may be
denominated in different currencies, bear different dates, mature at different
times, bear interest at different rates, be subject to different redemption
provisions, if any, may be subject to different sinking funds, purchase or
analogous funds, if any, and may otherwise vary, all as provided in the
Indenture. The Securities of this series may be issued from time to time up to
an aggregate public offering price of $100,000,000 (or the equivalent thereof in
foreign currencies, currency units or composite currencies).
SECTION 2. Payments. Interest on this Security will be payable on
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the Interest Payment Date or Interest Payment Dates as specified on the face
hereof and, in either case, at Maturity.
Unless otherwise specified on the face hereof, payments on this
Security with respect to any Interest Payment Date or Maturity will include
interest accrued from and including the Original Issue Date, or from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for, to but excluding such Interest Payment Date or Maturity.
Interest on this Security will be computed and paid on the basis of a 360-day
year of twelve 30-day months.
Unless otherwise specified on the face hereof, if this Security is an
Amortizing Security, payments with respect to this Security will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof. If this Security is an Amortizing Security, a table
setting forth repayment information in respect to this Security will be provided
to the original purchaser hereof and will be available, upon request, to
subsequent Holders.
All percentages resulting from any calculation with respect to this
Security will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point (with five one-millionths of a percentage point being rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Security will be rounded to the nearest cent (with one-half
cent being rounded upward).
"Business Day" means, for any particular location, any Monday,
Tuesday, Wednesday, Thursday or Friday which is not a day on which banking
institutions in such location are authorized or obligated by law, regulation or
executive order to close. "Market Day" means any Business Day in The City of
New York. If any payment on this Security falls on a day that is not a Market
Day (and, if the Specified Currency is other than U.S. dollars, a Business Day
in the country issuing such Specified Currency (or, for ECUs, Brussels)), such
payment to be made on such day with respect to this Security will be made on the
next day that is a Market Day with the same force and effect as if made on the
due date, and no additional interest will be payable on the date of payment for
the period from and after the due date as a result of such delayed payment.
SECTION 3. Redemption. This Security will be redeemable at the
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option of the Company prior to the Stated Maturity only if an Initial Redemption
Date is specified on the face hereof. If so specified, this Security will be
subject to redemption at the option of the Company on any date on and after such
Initial Redemption Date in whole or from time to time in part in increments of
$100,000 or the minimum denomination, if any, specified on the face hereof
(provided that any remaining principal amount hereof shall be at least $1,000 or
such minimum denomination), at the Redemption Price specified on the face
hereof, plus accrued and unpaid interest to but excluding the date of
redemption, but payments due with respect to this Security prior to the date of
redemption will be payable to the Holder of this Security of record at the close
of business on the relevant Regular Record Date specified on the face hereof,
all as provided in the Indenture. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption, at least 30 but not
more than 60 calendar days prior to the date of redemption, in accordance with
the provisions of the Indenture. In the event of redemption of this Security in
part only, this Security will be canceled and a new Security or Securities
representing the unredeemed portion hereof will be issued in the name of the
Holder hereof.
SECTION 4. Repayment. If so specified on the face hereof, this
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Security will be repayable, in whole or in part, prior to Stated Maturity at the
option of the Holder on the Optional Repayment Date or Dates specified on the
face hereof at the Optional Repayment Price or Prices specified on the face
hereof, plus accrued and unpaid interest to but excluding the date of repayment.
The principal amount of a new Security or Securities to be issued to the Holder
for the portion of such Security not being repaid must be $100,000 or an
integral multiple of $1,000 in excess thereof. In order for this Security to be
repaid prior to Stated Maturity, the Paying Agent must receive at least 30 but
not more than 45 calendar days prior to an Optional Repayment Date (i) this
Security with the form below entitled "Option to Elect Repayment" duly completed
or (ii) a telegram, telex, facsimile transmission, hand delivery or letter
(first class, postage prepaid) from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States setting forth the name of the Holder of this
Security, the principal amount of this Security, the principal amount of this
Security to be repaid, the certificate number or a description of the tenor and
terms of this Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security with the form below
entitled "Option to Elect Repayment" duly completed will be received by the
Paying Agent not later than five Business Days after the date of such telegram,
telex, facsimile transmission, hand delivery or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Security
with such form duly completed must be received
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by the Paying Agent by such fifth Business Day. Exercise of the repayment option
by the Holder of this Security will be irrevocable, except that a Holder who has
tendered this Security for repayment may revoke such tender for repayment by
written notice to the Paying Agent received prior to 5:00 P.M., New York City
time, on the tenth calendar day prior to the Optional Repayment Date. The
repayment option may be exercised by the Holder of this Security for less than
the entire principal amount of this Security provided that the principal amount
of this Security remaining outstanding after such repayment is an authorized
denomination. Upon such partial repayment this Security will be canceled and a
new Security or Securities for the remaining principal amount hereof will be
issued in the name of the Holder hereof.
If this Security is a Global Security as specified on the face hereof,
while this Security is represented by one or more Global Securities registered
in the name of the Depositary or its nominee, the option for repayment may be
exercised by a participant that has an account with the Depositary, on behalf of
the beneficial owner of this Security, by delivering a written notice
substantially similar to the form below entitled "Option to Elect Repayment"
duly completed to the Trustee at its Corporate Trust Office (or such other
address of which the Company will from time to time notify the Holders), at
least 30 but not more than 60 calendar days prior to an Optional Repayment Date.
A notice of election from a participant on behalf of the beneficial owner of
this Security to exercise the option to have this Security repaid must be
received by the Trustee prior to 5:00 P.M., New York City time, on the last day
for giving such notice. In order to ensure that a notice is received by the
Trustee on a particular day, the beneficial owner of this Security must so
direct the applicable participant before such participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly, the
beneficial owner of this Security should consult the participant through which
such beneficial owner owns its interest herein for the deadline for such
participant. All notices shall be executed by a duly authorized officer of such
participant (with signatures guaranteed) and will be irrevocable. In addition,
the beneficial owner of this Security shall effect delivery at the time such
notice of election is given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in this Security, on
the Depositary's records, to the Trustee.
SECTION 5. Optional Interest Reset. If so specified on the face
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hereof, the interest rate specified on the face hereof may be reset by the
Company on the Optional Interest Reset Date or Dates specified on the face
hereof. The Company may exercise such option by notifying the Trustee of such
exercise at least 45 but not more than 60 calendar days prior to an Optional
Interest Reset Date. If the Company so notifies the Trustee of such exercise,
not later than 40 calendar days prior to such Optional Interest Reset Date, the
Trustee will send by telegram, telex, facsimile transmission, hand delivery or
letter (first class, postage prepaid) to the Holder of this Security a notice
(the "Reset Notice") indicating (i) that the Company has elected to reset the
interest rate, (ii) such new interest rate and (iii) the provisions, if any, for
redemption during the period from such Optional Interest Reset Date to the next
Optional Interest Reset Date or, if there is no such next Optional Interest
Reset Date, to the Stated Maturity of this Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 calendar days prior
to an Optional Interest Reset Date, the Company may, at its option, revoke the
interest rate provided for in the Reset Notice and establish a higher interest
rate for the Subsequent Interest Period commencing on such Optional Interest
Reset Date by causing the Trustee to send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate to the Holder of this Security. Such notice will be
irrevocable. All Securities with respect to which the interest rate is reset on
an Optional Interest Reset Date to a higher interest rate will bear such higher
interest rate, whether or not tendered for repayment as provided in the next
paragraph.
If the Company elects prior to an Optional Interest Reset Date to
reset the interest rate of this Security, the Holder of this Security will have
the option to elect repayment of this Security, in whole but not in part, by the
Company on such Optional Interest Reset Date at a price equal to the principal
amount hereof plus accrued and unpaid interest to but excluding such Optional
Interest Reset Date. In order for this Security to be so repaid on an Optional
Interest Reset Date, the Holder must follow the procedures specified under
Section 4 for optional repayment, except that the period for delivery of this
Security or notification to the Trustee will be at least 25 but not more than 35
calendar days prior to such Optional Interest Reset Date. If the Holder has
tendered this Security for repayment following receipt of a Reset Notice, the
Holder may revoke such tender for repayment by written notice to the Trustee
received prior to 5:00 P.M., New York City time, on the tenth calendar day prior
to such Optional Interest Reset Date.
SECTION 6. Optional Extension of Maturity. If so specified on the
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face hereof, the Stated Maturity of this Security may be extended at the option
of the Company for one or more periods of from one to five whole years, as
specified on the face hereof (each an "Extension Period"), up to but not beyond
the date (the "Final Maturity Date") specified on the face hereof. The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 45 but not more than 60 calendar days prior to the
Stated Maturity of this Security in effect prior to the exercise of such option
(the "Original Stated Maturity Date"). If the Company so notifies the Trustee
of such exercise, the Trustee will send, not later than 40 calendar days prior
to the Original Stated Maturity Date, by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) to the
Holder of this Security a notice (the "Extension Notice") relating to such
Extension Period indicating (i) that the Company has elected to extend the
Stated Maturity of this Security, (ii) the new Stated Maturity, (iii) the
interest rate applicable to such Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period, including the date or dates on
which or the period or periods during which and the price or prices at which
such redemption may occur during such Extension Period. Upon the Trustee's
sending of the Extension Notice, the Stated Maturity of this Security will be
extended automatically and, except as modified by the Extension Notice and as
described in the next two paragraphs, this Security will have the same terms as
prior to the sending of such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior
to the Original Stated Maturity Date of this Security, the Company may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to send by telegram, telex, facsimile transmission, hand delivery or letter
(first class, postage prepaid) notice of such higher interest rate to the Holder
of this Security. Such notice will be irrevocable. All Securities with respect
to which the Stated Maturity is extended will bear such higher interest rate for
the Extension Period, whether or not tendered for repayment as provided in the
next paragraph.
If the Company extends the Stated Maturity of this Security (or an
Extension Period, as applicable), the Holder will have the option to elect
repayment of this Security, in whole but not in part, by the Company on the
Original Stated Maturity Date (or last day of such Extension Period) at a price
equal to the principal amount hereof, plus accrued and unpaid interest to but
excluding such date. In order for this Security to be so repaid on the Original
Stated Maturity Date (or last day of such Extension Period), the Holder of this
Security must follow
-6-
the procedures specified under Section 4 for optional repayment, except that the
period for delivery of this Security or notification to the Trustee will be at
least 25 but not more than 35 calendar days prior to the Original Stated
Maturity Date (or last day of such Extension Period). If the Holder has tendered
this Security for repayment following receipt of an Extension Notice, the Holder
may revoke such tender for repayment by written notice to the Trustee received
prior to 5:00 p.m., New York City time, on the tenth calendar day prior to the
Original Stated Maturity Date (or last day of such Extension Period).
SECTION 7. Sinking Fund. This Security is not subject to a sinking
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fund unless otherwise specified on the face hereof.
SECTION 8. Original Issue Discount Securities. Notwithstanding
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anything herein to the contrary, if this Security is an Original Issue Discount
Security as specified on the face hereof, the amount payable in the event the
principal amount hereof is declared to be due and payable immediately by reason
of an Event of Default or in the event of redemption or repayment hereof prior
to the Stated Maturity hereof, in lieu of the principal amount due at the Stated
Maturity hereof, will be the Amortized Face Amount of this Security as of the
date of declaration, redemption or repayment, as the case may be. The
"Amortized Face Amount" of this Security will be the amount equal to (a) the
principal amount of this Security multiplied by the Issue Price specified on the
face hereof plus (b) the portion of the difference between the dollar amount
determined pursuant to the preceding clause (a) and the principal amount hereof
that has accreted at the Yield to Maturity specified on the face hereof
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, redemption or repayment but
in no event will the Amortized Face Amount of this Security exceed its principal
amount.
SECTION 9. Events of Default. If any Event of Default with respect
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to Securities of this series shall occur and be continuing, the principal of the
Security of this series may be declared due and payable in the manner and with
the effect provided in the Indenture; provided, however, that notwithstanding
anything herein to the contrary, if this Security is an Original Issue Discount
Security, the amount so declared to be due and payable will be the Amortized
Face Amount of this Security as of the date of such declaration as specified
under Section 8.
SECTION 10. Modification or Waiver; Obligation of the Company
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Absolute. The Indenture permits, with certain exceptions as therein provided,
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the amendment thereof and the modification of the rights and obligations of the
Company, the Guarantor and the rights of the Holders of the Securities to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of at least a majority in principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company or the Guarantor 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 Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
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 premium, if any, and
interest on this Security at the times, places and rates, and in the coin or
currency, herein prescribed.
SECTION 11. Assumption of Obligations by Guarantor The Guarantor,
--------------------------------------
without the consent of the Holder hereof, may, or may be required to, assume all
of the obligations of the Company hereunder and under the Indenture with respect
to the Securities in the manner and with the effect provided in the Indenture.
SECTION 12. Authorized Denominations. Unless otherwise specified on
------------------------
the face hereof, the Securities of this series are issuable only in registered
form, without coupons, in denominations of (i) if denominated in U.S. dollars,
$100,000 and integral multiples of $1,000 in excess thereof or (ii) if
denominated in a Specified Currency other than U.S. dollars, the amount of such
Specified Currency equivalent (at the noon buying rate in The City of New York
for cable transfers for such Specified Currency (the "Exchange Rate") on the
sixth Business Day in The City of New York and in the country issuing such
Currency (or, for ECUs, Brussels) next preceding the Original Issue Date) to
U.S. $100,000 (rounded to the nearest 1,000 units of such Specified Currency)
and integral multiples of 1,000 units of such Specified Currency in excess
thereof. As provided in the Indenture, and subject to certain limitations
therein set forth and to the limitations described below, if applicable,
Securities of this series are exchangeable for Securities of this series of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
SECTION 13. Registration of Transfer. As provided in the Indenture
------------------------
and subject to certain limitations therein set forth, and to the limitations
described below, if applicable, the transfer of this Security is registerable in
the Security register upon surrender of this Security registration of transfer
at the office or agency of the Company maintained for that purpose in the City
of Chicago, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar (which shall
initially be the Trustee, One First National Plaza, Chicago, Illinois 60670
(Attention: Corporate Trust Department), or at such other address as it may
designate as its principal corporate trust office in the City of Chicago), duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series of like tenor, of authorized
denominations and for the same and aggregate principal amount, will be issued to
the designated transferee or transferees.
No service charge will be made for any such 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.
SECTION 14. Owners. Prior to due presentment of this Security for
------
registration of transfer, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and none of the Company, the Guarantor, the Trustee
nor any such agent shall be affected by notice to the contrary.
SECTION 15. No Recourse Against Certain Persons. No recourse for the
-----------------------------------
payment of the principal of, and premium, if any, or interest on this Security,
or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company or the
Guarantor in the Indenture or any Supplemental Indenture thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer, managing director
or
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director, as such, past, present or future, of the Company, the Guarantor or
of any successor corporation of either of them, either directly or through the
Company, the Guarantor or any successor corporation of either of them, whether
by virtue of any constitution, statute or rule or law or by the enforcement of
any assessment or penalty or otherwise, all such liability being by the
acceptance hereof and as a condition of and as part of the consideration for the
issue hereof, expressly waived and released.
SECTION 16. Defeasance. The Indenture with respect to any series
----------
will be discharged and canceled except for certain sections thereof, subject to
the term of the Indenture, upon compliance with and in accordance with Article
Ten of the indenture.
SECTION 17. Governing Law; Jurisdiction. The Indenture and the
---------------------------
Securities shall be governed by and construed in accordance we laws of the State
of New York.
The Company hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States federal court sitting in The
City and County of New York over any suit, action or proceeding arising out of
or relating to this Security. The Company has appointed Tupperware Corporation
as its agent upon whom process may be served in any such suit, action or
proceeding, with a copy to the Company c/o Tupperware Corporation, P.O. Box
2353, Orlando, Florida 32802 Attention: General Counsel; provided that failure
--------
to deliver any such copy to the Company shall not affect the validity or
effectiveness of any such service or process.
SECTION 18. Defined Terms. All terms used in this Security which are
-------------
defined in the Indenture will have the meanings assigned to them in the
Indenture unless otherwise defined herein.
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OPTION TO ELECT REPAYMENT
[To be completed only if this Security is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Security hereby irrevocably elects to
have the Company repay (i) the principal amount of this Security or portion
hereof below designated at the applicable Optional Repayment Price indicated on
the face hereof plus accrued and unpaid interest to but excluding the date of
repayment, if this Security is to be repaid pursuant to Section 4 of this
Security, or (ii) 100% of the principal amount of this Security plus accrued and
unpaid interest to but excluding the Optional Interest Reset Date, if this
Security is to be repaid pursuant to Section 5 hereof, or to but excluding the
Original Stated Maturity Date, if this Security is to be repaid pursuant to
Section 6 hereof. If a portion of this Security is not being repaid pursuant to
clause (i) above, specify the principal amount to be repaid and the denomination
or denominations (which will not be less than the minimum authorized
denomination) of the Security or Securities to be issued to the Holder for the
portion of this Security not being repaid (in the absence of any specification,
one such Security will be issued for the portion not being repaid):
___________________________________________________
Dated:_____________________________________________ _________________________________________________
Signature
Sign exactly as name appears on the front of this Security.
Principal amount to be repaid if amount to be repaid is pursuant Indicate address where check is to be sent, if repaid:
to clause (i) above and is less than the entire principal amount of
this Security (principal amount remaining must be an authorized _________________________________________________
denomination)
_________________________________________________
$_________________________________________________
(which will be an integral multiple of U.S. $1,000)
Denomination or denominations of the Security or Securities to SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
be issued for the portion of this Security not being repaid
pursuant to clause (i) above
________________________________________________
__________________________________________________ ________________________________________________
__________________________________________________
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
________________
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 TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _________________________________attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:________________________
___________________________________________________________________________
Signature
Sign exactly as name appears on the front of this
Security [SIGNATURE MUST BE GUARANTEED by a
commercial bank, a trust company or by a member of
the New York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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GUARANTEE
FOR VALUE RECEIVED, Tupperware Corporation, a Delaware corporation
(the "Guarantor"), hereby unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed the due and punctual payment of
the principal of, and premium, if any, or interest on or additional amounts with
respect to said Security, when and as the same shall become due and payable,
whether at maturity, upon redemption or otherwise, according to the terms
thereof and of the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal of and premium, if any, or interest
on is due and payable, whether Tupperware Finance Company B.V. (the "Company")
has available the funds to make such payment as the same shall become due and
payable. In case of the failure of the Company punctually to pay any such
principal, premium or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at maturity, upon redemption, or otherwise, and as if such payment were
made by the Company. The Guarantor agrees to pay any additional amounts as soon
as practicable after such amounts become payable and the Company fails to make
full payment thereof.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever, and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Securities
of the series upon which this Guarantee is endorsed then outstanding, be
entitled to enforce or to receive any payments arising out of or based upon such
right of subrogation until the principal of and interest on all the Securities
of such series shall have been paid in full or payment thereof shall have been
provided for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if
following any payment of principal, premium or interest by the Company on the
Securities to the Holders of the Securities it is determined by a final decision
of a court of competent jurisdiction that such payment shall be avoided by a
trustee in bankruptcy (including any debtor-in-possession) as a preference under
11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.
The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee and to constitute the same as the legal,
valid and binding obligation of the Guarantor enforceable in accordance with its
terms, have been done and performed and have happened in due and strict
compliance with applicable laws.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the certificate of authentication on such
Security shall have been signed by the Trustee (or the Authenticating Agent).
This Guarantee shall be governed by the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, TUPPERWARE CORPORATION has caused this Guarantee
to be signed in its corporate name by the signature of one of its officers
thereunto duly authorized and has caused its corporate seal to be affixed
hereunto or imprinted or otherwise reproduced hereon.
TUPPERWARE CORPORATION
By:____________________________________
Authorized Officer
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