Form of Global Note to represent the 1.513% Notes due 2039 of the Company
(FACE OF SECURITY)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE FOR THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS THE COMMON DEPOSITARY (THE COMMON DEPOSITARY) FOR EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING S.A. 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 COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER NAME REQUESTED BY THE COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
1.513% Notes due 2039
|Issue Date: August 14, 2019||Maturity: August 12, 2039|
Principal Amount: ¥5,900,000,000
CUSIP No.: 219350BN4
Common Code: 203969848
|ISIN No.: XS2039698480|
Corning Incorporated, a corporation duly organized and existing under the laws of the State of New York (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, the principal sum of FIVE BILLION NINE HUNDRED MILLION JAPANESE YEN (¥5,900,000,000) on August 12, 2039, and to pay interest thereon from August 14, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 14 and August 14 in each year, commencing February 14, 2020, and at the Maturity thereof, at the rate of 1.513% 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 will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be July 31 or January 31 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for, on any Interest Payment Date 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 is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Additional Amounts are payable when and as provided by the Indenture.
Initially, The Bank of New York Mellon, London Branch, will act as the Paying Agent (the Paying Agent) and The Bank of New York Mellon Trust Company, N.A., will act as security registrar (the Registrar) for the Security. The Company may change any Paying Agent or Registrar without notice to any Holder.
Payment of the principal of, premium (if any), and interest and Additional Amounts, on this Security will be made at the office or agency of the Paying Agent in Japanese yen, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof; provided, that if this security is a Global Security, payment will be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture; and provided, further, that if this Security is in non-global form, 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; and provided, further, that if Japanese yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control, then all payments in respect of the this Security will be made in U.S. dollars until Japanese yen is again available to the Company, and that in such circumstances the amount payable on any date in Japanese yen will be converted to U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of Japanese yen as certified for customs purposes (or if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (such rate, the Market Exchange Rate) on the second business day before the date that payment is due, or if
- 2 -
such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment in respect of this Security so made in U.S. dollars will not constitute an Event of Default under the Indenture. Neither the Trustee nor the Paying Agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
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.
- 3 -
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: August 14, 2019
|Name: Stephen C. Propper|
|Title: Vice President and Treasurer|
|Name: Linda E. Jolly|
|Title: Vice President and Corporate Secretary|
- 4 -
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
|Dated: August 14, 2019|| |
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
- 5 -
(REVERSE OF SECURITY)
1.513% Notes due 2039
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of November 8, 2000, as supplemented, between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture) and an Officers Certificate relating to the Securities, dated as of August 14, 2019 (together with the Indenture, herein called the Indenture, which term shall have the meaning assigned to it in the Indenture), and reference is hereby made to the Indenture 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 and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to ¥5,900,000,000 (which amount may be increased at the option of the Company as provided below if in the future it determines that it may wish to sell additional Securities of this series).
The Company may from time to time, without consent of the existing Holders, create and issue additional Securities of this series (the Additional Securities) having the same terms and conditions as the Securities of this series in all respects, except for the issue date, issue price and, under some circumstances, the first payment of interest thereon. Such Additional Securities, at the Companys determination and in accordance with the provisions of the Indenture, will be consolidated with and form a single series with the previously outstanding Securities of this series for U.S. federal income tax purposes and for all purposes under the Indenture, including,
without limitation, amendments, waivers and redemptions. The aggregate principal amount of the Additional Securities, if any, of this series shall be unlimited.
The Securities of this series are subject to redemption as follows:
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after August 6, 2019, the Company determines, based upon its receipt of a written opinion of independent counsel selected by the Company, that the Company will become obligated to pay Additional Amounts, as described in Section 1011 of the Indenture, with respect to the Securities of this series, then the Company may at its option redeem, in whole, but not in part, the Securities of this series on not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on those Securities to the date fixed for redemption.
The Securities of this series are subject to repurchase at the option of the Holder as follows: If a Change of Control Triggering Event (as defined below) occurs, unless the Company has redeemed the Securities for tax reasons, it will be required to make an offer to each Holder to repurchase all or, at the Holders option, any part (equal to ¥100,000,000 or any multiple of ¥10,000,000 in excess thereof) of each Holders Securities pursuant to the offer described below (the Change of Control Offer). In the Change of Control Offer, the Company will be required to offer to repurchase each Holders Securities in cash at a price equal to 101% of the aggregate principal amount of Securities repurchased, plus any accrued and unpaid interest on the
- 2 -
Securities repurchased to, but not including, the date of repurchase (the Change of Control Payment).
Within 30 days following any Change of Control Triggering Event, or at the Companys option, prior to any Change of Control (as defined below), but after the public announcement of a pending Change of Control, the Company will be required to send to each Holder of Securities, a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is transmitted (a Change of Control Payment Date). The notice, if transmitted prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer;
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and
deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company.
The Paying Agent will be required to promptly deliver, to each Holder who properly tendered Securities, the Change of Control Payment for such Securities, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Security equal in principal amount to any unpurchased portion of the
- 3 -
Securities surrendered, if any; provided that each new Security will be in a principal amount of ¥100,000,000 or any multiple of ¥10,000,000 in excess thereof.
The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase the Securities in the manner, at the times and otherwise in compliance with the requirements for an offer to purchase made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. In the event that such third party terminates or defaults its offer, the Company will be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control Triggering Event.
The Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
Except as provided in the last sentence of the next paragraph, the Company may only make an amendment or modification to the provisions obligating it to repurchase the Securities upon a Change of Control Triggering Event which adversely affects the interest of any Holder, with the consent of each Holder of the series of Securities to be affected by such amendment or modification.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provision of any such securities laws or regulations conflicts with the Change of Control Offer provisions of this Security, the Company will comply with those securities laws and regulations and will not be deemed to have breached
- 4 -
its obligations under the Change of Control Offer provisions of this Security by virtue of not complying with the Change of Control Offer provisions as a result of any such conflict.
For these purposes, the following terms will be applicable:
Change of Control means the occurrence of any one of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the Companys properties or assets and those of its subsidiaries, taken as a whole, to one or more persons, other than to the Company or one of its subsidiaries; (2) the first day on which a majority of the members of the Companys board of directors is not composed of Continuing Directors (as defined below); (3) the consummation of any transaction including, without limitation, any merger, amalgamation, arrangement or consolidation the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of the Companys Voting Stock, measured by voting power rather than number of shares; (4) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Companys Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or (5) the adoption of a plan relating to the Companys liquidation or dissolution (other than its liquidation into a newly formed holding company). Notwithstanding the foregoing, a transaction described in clause (3) above will not be deemed to involve a
- 5 -
Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company (which shall include a direct or indirect parent company of such holding company) and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as, and hold in substantially the same proportions as, the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person, other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the then outstanding Voting Stock, measured by voting power, of such holding company or its parent company. Following any such transaction, references in this definition to the Company shall be deemed to refer to such holding company. For the purposes of this definition, person and beneficial owner have the meanings used in Section 13(d) of the Exchange Act and the rules and regulations thereunder.
Change of Control Triggering Event means the Securities cease to be rated Investment Grade by each of the Rating Agencies on any date during the 60-day period (the Trigger Period) following the earlier date of (1) the first public announcement of the Change of Control or the Companys intention to effect a Change of Control and (2) the consummation of such Change of Control, which Trigger Period will be extended following consummation of a Change of Control for so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating Agencies. Unless at least one Rating Agency is providing a rating for the long-term unsecured debt of the Company at the commencement of any Trigger Period, the Securities will be deemed to have ceased to be rated Investment Grade during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering
- 6 -
Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
Continuing Directors means, as of any date of determination, any member of the Companys Board of Directors who (1) was a member of the Companys Board of Directors on the date the Securities were originally issued; or (2) was nominated for election, elected or appointed to the Companys Board of Directors with the approval of a majority of the Continuing Directors who were members of the Companys Board of Directors at the time of such nomination, election or appointment (either by specific action of the Board of Directors or by approval by such directors of the Companys proxy statement in which such member was named as a nominee for election as a director).
Investment Grade means a rating equal to or higher than Baa3 (or the equivalent) by Moodys or BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors.
Rating Agencies means (a) each of Moodys and S&P; and (b) if any of the Rating Agencies ceases to provide rating services to issuers or investors, a nationally recognized statistical rating organization as defined in Section 3(a)(62) of the Exchange Act that is selected by the Company (as certified by the Companys chief executive officer or chief financial officer) as a replacement for Moodys or S&P, or both of them, as the case may be.
S&P means Standard & Poors Ratings Services, a division of S&P Global Inc., and its successors.
- 7 -
Voting Stock of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
No sinking fund is provided for the Securities of this series.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
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 Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or
- 8 -
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 therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
- 9 -
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in minimum denominations of ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall 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.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
- 10 -
This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities.
This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York.
All terms used in this Security that are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.
- 11 -