Exhibit 4.1
THIS SECURITY 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 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 CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNITED PARCEL SERVICE, INC.
3.875% Notes due April 1,
2014
United Parcel Service, Inc., a
corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of
($
), or such other principal amount as may be set forth in the
records of the Securities Registrar hereinafter referred to in
accordance with the Indenture, on April 1, 2014 and to pay
interest thereon from March 24, 2009 or from the most recent
date to which interest has been paid or duly provided for,
semi-annually on April 1 and October 1 of each year
(each, an “Interest Payment Date”), commencing
October 1, 2009, at the rate of 3.875% 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 (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
March 15 or September 15 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any
such interest 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 set 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 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.
Delivery of the Maturity
Consideration and payment of interest on this Security will be made
at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, and payment of
interest on this Security and the Maturity Consideration will be
made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts; provided, however, that 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.
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 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.
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U
NITED P ARCEL S ERVICE ,
I NC .
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By:
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REVERSE OF SECURITY
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 August 26, 2003 (herein
called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and
The Bank of New York Mellon Trust Company, N.A. (as successor to
Citibank, N.A.), as Trustee (herein called the
“Trustee”, which term includes any successor trustee
under 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.
The Securities of this series are
redeemable in whole or in part, at the option of the Company at any
time and from time to time, on not less than 30 nor more than 60
days’ prior notice mailed to the Holders of the Securities to
be redeemed. The Securities will be redeemable at a Redemption
Price equal to the greater of (i) 100% of the principal amount
of the Security to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest thereon discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 37.5 basis points together in either case
with accrued interest on the principal amount being redeemed to the
Redemption Date.
“Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to
the semi-annual equivalent yield to maturity (computed as of the
third business day immediately preceding the Redemption Date) 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.
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the
series of Securities 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 the series of
Securities.
“Comparable Treasury
Price” means, with respect to any Redemption Date,
(1) the average of the Reference Treasury Dealer Quotations
for the Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations, or (2) if the
Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all Quotations obtained.
“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed
by the Company.
“Reference Treasury
Dealer” means each of Banc of America Securities LLC,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc., UBS
Securities LLC and their respective
successors and one other nationally recognized
investment banking firm that is a Primary Treasury Dealer specified
from time to time by the Company, except that if any of the
foregoing ceases to be a primary U.S. Government securities dealer
in the United States (a “Primary Treasury Dealer”), the
Company is required to designate as a substitute another nationally
recognized investment banking firm that is a 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
Trustee, 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 Trustee by such Reference Treasury
Dealer as of 3:30 p.m., New York City time, on the third business
day immediately preceding the Redemption Date.
In the event of redemption of this
Security in part only, a new Security or Securities of this series
and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation
hereof.
The Company will not create, assume,
incur or guarantee, and will not permit any Restricted Subsidiary
to create, assume, incur or guarantee, any Secured Indebtedness
without making provision whereby this Security shall be secured
equally and ratably with, or prior to, such Secured Indebtedness,
together with, if the Company shall so determine, any other
Indebtedness of the Company or any Restricted Subsidiary then
existing or thereafter created that is not subordinate to this
Security, so long as the Secured Indebtedness shall be outstanding,
unless such Secured Indebtedness, when added to (a) the
aggregate amount of all Secured Indebtedness then outstanding (not
including in this computation Secured Indebtedness if this Security
is secured equally and ratably with (or prior to) such Secured
Indebtedness and further not including in this computation any
Secured Indebtedness that is concurrently being retired) and
(b) the aggregate amount of all Attributable Debt then
outstanding pursuant to Sale and Leaseback Transactions entered
into by the Company after January 26, 1999, or entered into by
a Restricted Subsidiary after January 26, 1999 or, if later,
the date on which it became a Restricted Subsidiary (not including
in this computation any Attributable Debt that is concurrently
being retired), would not exceed 10% of Consolidated Net Tangible
Assets.
The Company will not, and will not
permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction unless (a) the sum of (i) the
Attributable Debt to be outstanding pursuant to such Sale and
Leaseback Transaction, (ii) all Attributable Debt then
outstanding pursuant to all other Sale and Leaseback Transactions
entered into by the Company after January 26, 1999, or entered
into by a Restricted Subsidiary after January 26, 1999 or, if
later, the date on which it became a Restricted Subsidiary, and
(iii) the aggregate of all Secured Indebtedness then
outstanding (not including in this computation Secured Indebtedness
if this Security is secured equally and ratably with (or prior to)
such Secured Indebtedness) would not exceed 10% of Consolidated Net
Tangible Assets, or (b) an amount equal to the greater of
(i) the net proceeds to the Company or the Restricted
Subsidiary of the sale of the Principal Property sold and leased
back pursuant to such Sale and Leaseback Transaction and
(ii) the amount of Attributable Debt to be outstanding
pursuant to such Sale and Leaseback Transaction is applied to the
retirement of Funded Debt of the Company or any Restricted
Subsidiaries (other than Funded Debt that is subordinate to this
Security or is owing to the Company or any Restricted Subsidiaries
or is scheduled to mature within one year after consummation of
such Sale and Leaseback Transaction) within 180 days after the
consummation of such Sale and Leaseback Transaction.
Default in the performance, or
breach, of either of the covenants set forth in the preceding two
paragraphs will be an “Event of Default” under
Section 5.01 of the Indenture, and the covenants set forth in
the preceding two paragraphs will be subject to defeasance in
accordance with Section 13.03 of the Indenture.
“Attributable Debt”
means, as of the date of its determination, the present value
(discounted semiannually at an interest rate of 7.0% per
annum) of the obligation of a lessee for rental payments pursuant
to any Sale and Leaseback Transaction (reduced by the amount of the
rental obligations of any sublessee of all or part of the same
property) during the remaining term of such Sale and Leaseback
Transaction (including any period for which the lease relating
thereto has been extended), such rental payments not to include
amounts payable by the lessee for maintenance and repairs,
insurance, taxes, assessments and similar charges and for
contingent rents (such as those based on sales). In the case of any
Sale and Leaseback Transaction in which the lease is terminable by
the lessee upon the payment of a penalty, such rental payments
shall be considered for purposes of this definition to be the
lesser of the discounted values of (a) the rental payments to
be paid under such Sale and Leaseback Transaction until the first
date (after the date of such determination) upon which it may be so
terminated plus the then applicable penalty upon such termination,
and (b) the rental payments required to be paid during the
remaining term of such Sale and Leaseback Transaction (assuming
such termination provision is not exercised).
“Capitalized Lease
Obligation” means any obligation to pay rent or other amounts
under a lease of (or other agreement conveying the right to use)
real or personal property that is required to be classified and
accounted for as a capital lease obligation under generally
accepted a