THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE
INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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.
WALGREEN
CO.
4.875% Note due August 1, 2013
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No. ___
CUSIP No. 931422 AD1
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Principal Amount
$
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Walgreen
Co., an Illinois corporation (hereinafter called the
“Company”, which term includes any successor Person
under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of
on August 1, 2013 and to pay interest thereon from
July 17, 2008 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on
February 1 and August 1 in each year (each an “Interest
Payment Date”), commencing February 1, 2009 at the rate
of 4.875% per annum, until the principal hereof is paid or duly
made available for payment. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest,
which shall be the January 15 or July 15 (whether or not
a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest which is payable, but is not
punctually paid or
1
duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the
Holder hereof on the relevant Regular Record Date by virtue of
having been such Holder, and may be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company,
notice whereof shall be given to Holders of Notes of this series
not less than 10 days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment
of the principal of and the interest on this Note shall be made at
the designated office of the Trustee (as defined below) at Wells
Fargo Bank, National Association, Corporate Trust Operations, 608
Second Avenue South, N9303-121, Minneapolis, Minnesota 55479, in
such currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, interest may
be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register,
provided, further, that payment to DTC or any successor depositary
may be made by wire transfer to the account maintained with a bank
in the United States designated by DTC or such successor depositary
in writing.
This
Note is one of a duly authorized issue of securities of the Company
(herein called the “Notes”), issued and to be issued in
one or more series under an Indenture, dated as of July 17,
2008 (herein called, together with all indentures supplemental
thereto, the “Indenture”) between the Company and Wells
Fargo Bank, National Association, 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 Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series
designated on the face hereof, limited (subject to exceptions
provided in the Indenture) to the aggregate principal amount
specified in the Officers’ Certificate dated July 17,
2008 establishing the terms of the Notes pursuant to the
Indenture.
The
Company may, at its option, redeem the Notes, at any time in whole
or from time to time in part, at a redemption price equal to the
greater of: (i) 100% of the principal amount of the Notes to
be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of
the date of redemption), discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 30
basis points, plus accrued and unpaid interest thereon to, but
excluding, the date of redemption.
Further,
installments of interest on the Notes to be redeemed that are due
and payable on Interest Payment Dates falling on or prior to a
redemption date shall be payable on the Interest Payment Date to
the Holders thereof as of the close of business on the relevant
Regular Record Date.
2
For
purposes of the optional redemption provisions of this Note, the
following defined terms shall have the meanings
specified:
“Comparable
Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated
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 securities of comparable maturity to the
remaining term of such Notes.
“Comparable
Treasury Price” means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, (ii) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations, or (iii) if only one
Reference Treasury Dealer Quotation is received, such
quotation.
“Primary
Treasury Dealer” means a primary United States government
securities dealer in the United States.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the
Company.
“Reference
Treasury Dealer” means Banc of America Securities LLC, J.P.
Morgan Securities, Inc., Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated (or their respective affiliates that
are Primary Treasury Dealers) and their respective successors;
provided, however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, 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 by such
Reference Treasury Dealer at 3:30 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 actual or
interpolated maturity (on a day count basis) 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.
Notice
of any redemption shall be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of
the Notes to be redeemed.
Unless
the Company defaults in payment of the redemption price, on and
after the redemption date, interest shall cease to accrue on the
Notes or portions thereof called for redemption. If less than all
of the Notes are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee by a method the Trustee deems to be fair
and appropriate.
3
If
a Change of Control Triggering Event (as defined below) occurs
with
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