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7.750% SENIOR NOTES DUE 2013

Promissory Note

7.750% SENIOR NOTES DUE 2013 | Document Parties: ESTEE LAUDER COMPANIES INC | TRUST COMPANY, NA | US BANK TRUST NATIONAL ASSOCIATION You are currently viewing:
This Promissory Note involves

ESTEE LAUDER COMPANIES INC | TRUST COMPANY, NA | US BANK TRUST NATIONAL ASSOCIATION

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Title: 7.750% SENIOR NOTES DUE 2013
Governing Law: New York     Date: 11/4/2008
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

7.750% SENIOR NOTES DUE 2013, Parties: estee lauder companies inc , trust company  na , us bank trust national association
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Exhibit 4.2

 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE 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) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

REGISTERED

$

 

No.

CUSIP # 29736RAD2

THE ESTÉE LAUDER COMPANIES INC.

7.750% SENIOR NOTES DUE 2013

The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount stated above on November 1, 2013 (the “Maturity Date”) and to pay interest thereon at the rate per annum equal to 7.750% (the “Interest Rate”) until the principal hereof is fully paid or duly made available for payment. The Company will pay interest (computed on the basis of a 360-day year of twelve 30-day months) semi-annually in arrears on May 1 and November 1 of each year (each an “Interest Payment Date”) commencing May 1, 2009 and on the Maturity Date on said principal amount at the Interest Rate per annum specified above. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from November 4, 2008 until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on the Interest Payment Dates, will, as provided in the Indenture referred to below, 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 April 15 or October 15 whether or not a Business Day, as the case may be, next preceding such Interest Payment Date; provided , however , that interest payable on the Maturity Date will be payable to the Person to whom the principal hereof shall be payable; and provided , further , however , that if such Interest Payment Date would fall on a day that is not a Business Day, such Interest Payment Date shall be the following day that is a Business Day. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date, 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 Trustee, notice whereof shall be given to the

 

 


Holder of this Note not less than ten 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 the Indenture.

Payment of the principal of and interest on this Note shall be made at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt; provided , however , that payment of interest on any Interest Payment Date (other than the Maturity Date) may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or by wire transfer of immediately available funds, if the registered holder has so requested by a notice in writing delivered to the Trustee not less than 16 days prior to the Interest Payment Date on which such payment is due, which notice shall provide appropriate instructions for such transfer.

The principal hereof and interest due at maturity will be paid upon maturity in immediately available funds against presentation of this Note at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, the City of New York.

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

This Note shall be governed by and construed in accordance with the laws of the State of New York.

Unless the certificate of authentication hereon has been executed by U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

 

 

2

 


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

Dated November

, 2008

THE ESTÉE LAUDER COMPANIES INC.

 

By:_________________________________

 

Name:

Richard W. Kunes

 

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as successor in interest to STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee

 

By:_____________________________

 

Authorized Signatory

 

 

 

 

 

3

 


[Reverse of Note]

THE ESTÉE LAUDER COMPANIES INC.

7.750% SENIOR NOTES DUE 2013

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under the Indenture dated as of November 5, 1999 (herein called the “Indenture”) between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures or officers’ certificates, as applicable, supplemental thereto (including without limitation that certain Officers’ Certificate dated November 4, 2008 re


 
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