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.
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.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
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Dated November
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, 2008
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THE ESTÉE LAUDER COMPANIES
INC.
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By:_________________________________
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Title:
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Executive Vice President and
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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:_____________________________
[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