THIS NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY
(“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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.
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No. R-1
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Principal Amount $500,000,000
CUSIP No. 450679BW4
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4.900% SENIOR NOTES DUE
2014
ITT CORPORATION,
an Indiana corporation (herein called the “ Company
”, which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of $500,000,000 on May 1, 2014, and to pay
interest on said principal sum semi-annually on May 1 and November
1 of each year, commencing November 1, 2009, at the rate of
4.900% per annum from May 1, 2009, or from the most recent
date in respect of which interest has been paid or duly provided
for, until payment of the principal sum has been made or duly
provided for.
The interest so
payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the 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 Record
Date for such Interest Payment Date, which shall be the
April 15 or October 15 (whether or not a Business Day)
next preceding such Interest Payment Date. Any such interest that
is payable but is not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder on such
Record Date and may either 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 Holders of Notes not earlier 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, if such manner of
payment shall be deemed practical by the Trustee, all as more fully
provided in the Indenture.
Payment of the
principal of and interest on this Note will be made at the Place of
Payment in such coin or currency of the United States as at the
time of payment is legal tender for payment of public and private
debts; provided , however, that payments of interest may be
made at the option of the Company by checks mailed to the addresses
of the Persons entitled thereto as such addresses shall appear in
the Security Register or by wire transfer to an account maintained
by the payee of a bank located in the United States.
Reference is made
to the further provisions of this Note set forth on the reverse
hereof, which shall have the same effect as though fully set forth
at this place.
Unless the
certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, 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
by manual or facsimile signature.
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Dated: May 1,
2009
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ITT
CORPORATION
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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-3-
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the
Securities of the series designated therein referred to in the
within-mentioned Indenture.
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UNION BANK,
N.A., as Trustee
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By:
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Name:
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Title:
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-4-
4.900% SENIOR NOTE DUE
2014
This Note is
one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (herein called the “
Securities ”), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 2009 (herein
called the “ Indenture ”), between the Company
and Union Bank, N.A., 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 thereunder of the Company, the Trustee, and
the Holders of the Securities, the terms upon which the Securities
are, and are to be, authenticated and delivered, and the definition
of capitalized terms used herein and not otherwise defined herein.
The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may be
denominated in different currencies, may mature at different times,
may bear interest (if any) at different rates (which rates may be
fixed or variable), may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase,
or analogous funds (if any), may be subject to different covenants
and Events of Default, and may otherwise vary as provided in the
Indenture. This Note is one of a series of Securities of the
Company designated as set forth on the face hereof (herein called
the “ Notes ”), initially limited in aggregate
principal amount to $500,000,000.
The Notes shall be
redeemable as a whole or in part, at the Company’s option at
any time and from time to time, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes and
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest
accrued to the date of redemption) 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 50 basis points,
plus in each case accrued and unpaid interest to the date of
redemption.
Except as
otherwise provided herein, redemption of the Notes shall be made in
accordance with the terms of Article 11 of the
Indenture.
“
Comparable Treasury Issue ” means the United States
Treasury security or securities selected by an Independent
Investment Banker 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 a comparable maturity to the remaining term of
such Notes.
“
Comparable Treasury Price ” means, with respect to any
redemption date, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such
quotations.
-5-
“
Independent Investment Banker ” means one of the
Reference Treasury Dealers appointed by the Company and reasonably
acceptable to the Trustee.
“
Reference Treasury Dealer ” means each of any four
primary U.S. Government securities dealers in the United States of
America selected by the Company.
“
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 at 3:30 p.m. New York
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 semiannual equivalent yield
to maturity or interpolated (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.
Repurchase
Upon Change of Control Triggering Event
If a Change of
Control Triggering Event (as defined below) occurs, unless the
Company has exercised its right to redeem the Notes as described
above, the Company will be required to make an offer to repurchase
all or, at the Holder’s option, any part (equal to $2,000 or
any multiple of $1,000 in excess there
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