Exhibit 4.1
THIS SECURITY IS A GLOBAL SECURITY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”) TO
THE COMPANY 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 THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.
THIS SECURITY IS ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE
ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND
YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH
INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: JABIL CIRCUIT,
INC., 10560 DR. MARTIN LUTHER KING, JR. STREET, ST. PETERSBURG, FL
33716 ATTENTION: GENERAL COUNSEL.
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REGISTERED
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PRINCIPAL AMOUNT
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No:
1
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$312,000,000.00
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CUSIP: 466313AE3
Jabil Circuit,
Inc.
7.75% SENIOR NOTES DUE 2016
JABIL CIRCUIT, INC., a Delaware
corporation (the “ Company ,” which term
includes any successor corporation under the Indenture hereinafter
referred to), for value received hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of
THREE HUNDRED TWELVE MILLION DOLLARS ($312,000,000) on
July 15, 2016 (“ Stated Maturity ”)
and to pay interest thereon from August 11, 2009 or from the
most recent date in respect of which interest has been paid or duly
provided for, on January 15 and August 15 of each year
(each, an “ Interest Payment Date ”),
commencing January 15, 2010, and at Stated Maturity or upon
such other date on which the principal of this Note becomes due and
payable, whether by declaration of acceleration, notice of
redemption or otherwise, and including any Redemption Date or
Change in Control Purchase Date (each such date, “
Maturity ”), at the rate of 7.75% per
annum (which interest rate may be adjusted as set forth on the
reverse hereof), until the principal hereof and premium, if any,
hereon is paid or duly made available for payment and on any
overdue principal or premium, if any, and (to the extent that
payout of such interest is lawful) on any overdue installment of
interest at the same rate per annum during the period in which such
principal or premium, if any, or interest remains unpaid. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date 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 as of the
close of business on January 1 or July 1, as the case may
be (whether or not a Business Day), immediately preceding such
Interest Payment Date (each such date, a “ Regular
Record Date ”). Any such interest that 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 of
this Note on such 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 the Holder of this Note not less than 10 days prior to such
Special Record Date, or may be paid 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
premium, if any, and interest on, this Note will be made at the
office or agency 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 payment of public and private debts; provided ,
however , that payment of interest may be made at the option
of the Company by check mailed to the Person in whose name this
Note is registered at the close of business on the related record
date; provided further , that, notwithstanding anything else
contained herein, if this Note is a Global Security and is held in
book-entry form through the facilities of the Depository, payments
on this Note will be made to the Depository or its nominee in
accordance with the arrangements then in effect between the Trustee
and the Depository.
Reference is hereby made to the
further provisions of this Note set forth on the succeeding pages
hereof, which further provisions shall for all purposes have the
same effect as if set forth herein.
IN WITNESS WHEREOF, JABIL CIRCUIT,
INC. has caused this instrument to be duly executed.
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JABIL CIRCUIT,
INC.
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By:
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Name:
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Sergio
Cadavid
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Title:
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Treasurer
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Attest:
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By:
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Name:
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Robert L.
Paver
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Title:
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Secretary
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Date: August
11, 2009
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein, referred to in the within-mentioned
Indenture.
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THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A.,
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as
Trustee
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By:
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Authorized
Signatory
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Jabil Circuit,
Inc.
7.75% SENIOR NOTES DUE 2016
This Note is one of a duly
authorized issue of Securities of the Company issued under an
Indenture, dated as of January 16, 2008 (the “
Indenture ”), between the Company and The Bank
of New York Mellon Trust Company, N.A. (the “
Trustee ,” which term includes any successor
trustee under the Indenture), designated as the 7.75% Senior Notes
due 2016 (the “ Notes ”), limited to
$312,000,000 aggregate principal amount, subject to the provisions
of the Indenture. Reference is 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 Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered. All terms used in this Note
set forth below which are not defined herein and which are defined
in the Indenture shall have the meanings assigned to them in the
Indenture.
The Indenture provides for the
defeasance of the Notes and certain covenants in certain
circumstances.
This Note is unsecured as to payment
of principal and premium, if any, and interest, and ranks pari
passu with all other unsecured senior indebtedness of the
Company.
Interest payments on this Note will
include interest accrued to but excluding the applicable Interest
Payment Date or Maturity hereof, as the case may be. Interest
payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months.
In the case where the applicable
Interest Payment Date or Maturity with respect hereto, as the case
may be, does not fall on a Business Day, payment of principal,
premium, if any, or interest otherwise payable on such day need not
be made on such day, but may be made on the next succeeding
Business Day with the same force and effect as if made on the
Interest Payment Date or at Maturity and, unless the Company
defaults on such payment, no interest shall accrue with respect to
such payment for the period from and after the Interest Payment
Date or such Maturity, as the case may be, to the date of payment
on such next succeeding Business Day. “Business Day”
means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are
authorized or required by law, regulation or executive order to
close in The City of New York.
The Notes will not be subject to any
sinking fund and, except as provided in the Indenture or herein,
will not be redeemable or repayable prior to their Stated
Maturity.
The Notes are redeemable as a whole
or in part, at the Company’s option at any time, at a
Redemption Price equal to the greater of (i) 100 percent of
the aggregate principal amount of the Notes being redeemed or
(ii) the sum of the present values of the Remaining Scheduled
Payments of principal and interest on the Notes being redeemed,
discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.50% (50 basis points), plus, in each case, accrued and
unpaid interest on the Notes to, but not including, the Redemption
Date. The Company will, however, pay the interest installment due
on any Interest Payment Date that occurs on or before a Redemption
Date to the Holders as of the close of business on the Regular
Record Date immediately preceding that Interest Payment
Date.
“ Treasury Rate
” means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity
(computed as of the third business day immediately preceding that
Redemption Date) of the Comparable Treasury Issue,
assumi