<PAGE>
EXHIBIT 4
(Face of Security)
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S.
DEPOSITORY OR A NOMINEE OF A U.S. DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE U.S. DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE U.S. DEPOSITORY TO A NOMINEE OF THE U.S. DEPOSITORY OR BY A NOMINEE OF THE
U.S. DEPOSITORY TO THE U.S. DEPOSITORY OR ANOTHER NOMINEE OF THE U.S.
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO UNIVERSAL
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE 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.
(Face of Security continued on next page)
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<TABLE>
No. R-1 CUSIP No. 91345H AG 0
UNIVERSAL CORPORATION
MEDIUM-TERM NOTES, SERIES B
(Fixed Rate)
The following terms apply to this Security, as and to the extent shown below:
<S> <C>
PRINCIPAL AMOUNT: $10,000,000 ORIGINAL ISSUE DISCOUNT
SECURITY: Not Applicable
STATED MATURITY DATE: May 2, 2005 o Total Amount of OID: N/A
o Yield to Maturity: N/A
o Initial Accrual Period OID: N/A
SPECIFIED CURRENCY: U.S. dollars for all payments REDEMPTION COMMENCEMENT
DATE: Not redeemable prior to stated maturity
o Payments of principal and any
premium: U.S. dollars REPAYMENT DATE(S): Not repayable prior to stated maturity
o Payments of interest: U.S. dollars REDEMPTION OR REPAYMENT
PRICE(S): N/A
o Exchange Rate Agent: N/A
DEFEASANCE:
o Full Defeasance: At Company's option
INTEREST RATE: 8.17 % per annum
o Covenant Defeasance: At Company's option
INTEREST PAYMENT DATES(S): Each May 2
and November 2, commencing May 2, 2001 OTHER TERMS:
ORIGINAL ISSUE DATE: November 13, 2000 Notwithstanding anything herein to the contrary,
the Regular Record Dates shall be the close of business
PLACE OF PAYMENT: Corporate Trust Office of the on the April 15th or the October 15th (whether or not a
Trustee in The City of New York Business Day), as the casemay be, next preceding each
Interest Payment Date.
In its sole discretion, the Company may at a later date
issue additional debt securities having the same terms
as this Security.
</TABLE>
Terms left blank or marked "N/A", "No", "None" or in a similar manner
do not apply to this Security except as otherwise may be specified.
Whenever used in this Security, the terms specified above that apply to
this Security have the meanings specified above, unless the context requires
otherwise. Other terms used in this Security that are not defined herein but
that are defined in the Indenture referred to in Section 1 on the reverse of
this Security are used herein as defined therein.
(Face of Security continued on next page)
<PAGE>
Universal Corporation, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (hereinafter called the
"Company", which term includes any successor Person under the Indenture), for
value received, hereby promises to pay to Cede & Co., or registered assigns, as
principal the Principal Amount on the Stated Maturity Date and to pay interest
thereon, from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on the Interest
Payment Date(s) in each year, commencing on the first such date that is at least
15 calendar days after the Original Issue Date, and at the Maturity of the
principal hereof, at the rate per annum equal to the Interest Rate specified on
the face hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is overdue at any
time shall also bear interest, at the rate per annum at which the principal then
bears interest (to the extent that the payment of such interest shall be legally
enforceable), from the date any such overdue amount first becomes due until it
is paid or made available for payment. Notwithstanding the foregoing, interest
on any principal, premium or installment of interest that is overdue shall be
payable on demand.
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 Security (or one or more Predecessor Securities)
is registered at the close of business on the 15th calendar day (whether or not
a Business Day, as such term is defined in Section 3 on the reverse hereof) next
preceding such Interest Payment Date (a "Regular Record Date"). Any interest so
payable, but not punctually paid or duly provided for, on any Interest Payment
Date (herein called "Defaulted Interest") will forthwith cease to be payable to
the Holder on such Regular Record Date and such Defaulted Interest either may 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 fixed by the Trustee, notice
whereof shall be given to the Holder of this Security 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 this
Security may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Manner of Payment - Global Securities
Notwithstanding any provision of this Security or the
Indenture, if this Security is a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 of the
Indenture (or such legend as may be specified as contemplated by Section 301 for
such Securities) (a "Global Security"), the Company may make any and all
payments of principal, premium and interest on this Security pursuant to any
policies and procedures of the U.S. Depository (hereinafter, the "Depositary")
that is selected by the Company for this Security.
Manner of Payment - Non-Global Securities - U.S. Dollars
Except as provided in the next paragraph, payment of interest
that is due on an Interest Payment Date payable on this Security in U.S. dollars
will be made by check mailed to the address of the Person shown on the Trustees'
(Face of Security continued on next page)
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<PAGE>
records as of the close of business on the Regular Record Date. All other
payments will be made by check against surrender of this Security to The Chase
Manhattan Bank, as Paying Agent, or to any other person or financial institution
from time to time designated by the Company as Paying Agent.
If (i) the principal of this Security is at least $1,000,000,
and (ii) the Holder entitled to receive such payment transmits a written request
for such payment to be made in the following manner to the Trustee at its
Corporate Trust Office, Attention: Capital Markets Fiduciary Services, and (iii)
transmits wire transfer instructions to the Paying Agent on or before the fifth
Business Day before the day on which such payment is to be made, the Company
will pay any amount that becomes due on this Security by wire transfer of
immediately available funds to an account at a bank in New York city, on the due
date; provided that, in the case of any such payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date), this Security must be first surrendered to the Paying
Agent. Any such request made with respect to any payment on this Security
payable to a particular Holder will remain in effect for all later payments on
this Security payable to such Holder, unless such request is revoked on or
before the fifth Business Day before a payment is to be made, in which case such
revocation shall be effective for such payment and all later payments. In the
case of any payment of interest payable on an Interest Payment Date, such
written request and instructions must be made by the Person who is the
registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.
Manner of Payment - Non-Global Securities - Other Specified Currencies
Payment of any amount payable on this Security in a Specified
Currency other than U.S. dollars will be made by wire transfer of immediately
available funds to such account as is maintained in such Specified Currency at a
bank or other financial institution acceptable to the Company and the Trustee
and as shall have been designated at least five Business Days prior to the
applicable payment date by the Person entitled to receive such payment; provided
that, in the case of any such payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered to the Paying Agent who will
make such payment in such funds in accordance with its normal procedures. Such
account designation shall be made by transmitting the appropriate information to
the Paying Agent by mail, hand delivery, telecopier or in any other manner
approved by the Paying Agent. Unless revoked, any such account designation made
with respect to this Security by the Holder hereof will remain in effect with
respect to any further payments with respect to this Security payable to such
Holder. If a payment in a Specified Currency other than U.S. dollars with
respect to this Security cannot be made by wire transfer because the required
account designation has not been received by the Paying Agent on or before the
requisite date or for any other reason, the Company will cause a notice to be
given to the Holder of this Security at its registered address requesting an
account designation pursuant to which such wire transfer can be made and such
payment will be made within five Business Days after the Paying Agent's receipt
of such a designation meeting the requirements specified above, with the same
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<PAGE>
force and effect as if made on the due date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.
Currency of Payment
Payment of principal of (and premium, if any) and interest on
this Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency, in
which case the Specified Currency for such payment shall be such coin or
currency as at the time of such payment is legal tender for the payment of
public and private debts in such country, except as provided in the next
sentence. If the euro is specified on the face of this Security as the Specified
Currency for any payment, the Specified Currency for such payment shall be such
coin or currency as at the time of payment is legal tender for the payment of
public and private debts in all EMU Countries (as defined in Section 3 on the
reverse hereof), provided that, if on any day there are not at least two EMU
Countries, or if on any day there are at least two EMU Countries but no coin or
currency is legal tender for the payment of public and private debts in all EMU
Countries, then the Specified Currency for such payment shall be deemed not to
be available to the Company on such day.
Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be
made in U.S. dollars if the Person entitled to receive such payment transmits a
written request for such payment to be made in U.S. dollars to the Trustee at
its Corporate Trust Office, Attention: Capital Markets Fiduciary Services on or
before the fifth Business Day before the payment is to be made. Such written
request may be mailed, hand delivered, telecopied or delivered in any other
manner approved by the Trustee. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the fifth Business Day before a payment is to be
made, in which case such revocation shall be effective for such and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date.
The U.S. dollar amount of any payment made pursuant to the
immediately preceding paragraph will be determined by the Exchange Rate Agent
specified on the face of this Security based upon the highest bid quotation
received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date, from three (or, if
three are not available, then two) recognized foreign exchange dealers selected
by the Exchange Rate Agent in The City of New York, in each case for the
purchase by the quoting dealer, for U.S. dollars and for settlement on such
payment date of an amount of the Specified Currency for such payment equal to
the aggregate amount of such Specified Currency payable on such payment date to
all Holders of Securities of this or any other series who elect to receive U.S.
dollar payments on such payment date, and at which the applicable dealer commits
(Face of Security continued on next page)
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<PAGE>
to execute a contract. If the Exchange Rate Agent determines that two such bid
quotations are not available on such second Business Day, such payment will be
made in the Specified Currency for such payment. All currency exchange costs
associated with any payment in U.S. dollars on this Security will be borne by
the Holder entitled to receive such payment, by deduction from such payment.
Notwithstanding the foregoing, if any amount payable on this
Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the
Company on the two Business Days before such day, due to the imposition of
exchange controls, disruption in a currency market or any other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such payment
in U.S. dollars. The amount of such payment in U.S. dollars shall be determined
by the Exchange Rate Agent on the basis of the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") as of the latest day before the day on which such payment is to be made.
Any payment made under such circumstances in U.S. dollars where the required
payment is in other than U.S. dollars will not constitute an Event of Default
under the Indenture or this Security.
Payments Due on a Business Day
Unless otherwise specified on the face of this Security, the
following sentence shall apply to this Security. Notwithstanding any provision
of this Security or the Indenture, if any amount of principal, premium or
interest would otherwise be due on this Security on a day (the "Specified Day")
that is not a Business Day at a Place of Payment, such amount may be paid or
made available for payment on the next succeeding Business Day at such Place of
Payment with the same force and effect as if such amount were paid on the
Specified Day, provided that no interest shall accrue on the amount so payable
for the period from and after such Specified Day. The provisions of this
paragraph shall apply to the Security in lieu of the provisions of Section 114
of the Indenture.
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 by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
(Face of Security continued on next page)
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
UNIVERSAL CORPORATION
By /s/KAREN M.L. WHELAN
--------------------
Name: Karen M.L. Whelan
Title: Vice President and Treasurer
Seal
Attest:
/s/ GEORGE C. FREEMAN III
------------------------------
Authorized Officer
This is one of the Securities of a series issued under the
Indenture described herein.
Dated: November 13, 2000
THE CHASE MANHATTAN BANK, as Trustee
By /s/ BILL VELASQUEZ
--------------------------
Authorized Officer
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<PAGE>
(Reverse of Security)
1. Securities and Indenture
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 February 1, 1991 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank), 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.
2. Series and Denominations
This Security is one of the series designated on the face hereof,
limited to an aggregate initial offering price not to exceed $400,000,000 (or
the equivalent thereof in any other currency or currencies or currency units),
which amount may be increased at the option of the Company if in the future it
determines that it may wish to sell additional Securities of this series.
References herein to "this series" mean the series of securities designated on
the face hereof.
The Securities of this series are issuable only in registered form
without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
integral multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000, rounded to an
integral multiple of 1,000 units of such Specified Currency, or any larger
integral multiple of 1,000 units of such Specified Currency.
3. Exchange Rate Agent and Related Terms
If the principal of or interest on this Security is payable in a
Specified Currency other than U.S. dollars, the Company has initially appointed
the institution named on the face of this Security as Exchange Rate Agent to act
as such agent with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the
Company) to serve as any such agent from time to time. The Company will give the
Trustee prompt written notice of any change in any such appointment. Insofar as
this Security provides for any such agent to obtain rates, quotes or other data
from a bank, dealer or other institution for use in making any
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determination hereunder, such agent may do so from any institution or
institutions of the kind contemplated hereby notwithstanding that any one or
more of such institutions are such agent, Affiliates of such agent or Affiliates
of the Company.
All determinations made by the Exchange Rate Agent may be made
by such agent in its sole discretion and, absent manifest error, shall be
conclusive for all purposes and binding on the Holder of this Security and the
Company. The Exchange Rate Agent shall not have any liability therefor.
Unless otherwise specified on the face hereof, for all
purposes of this Security, the term "Business Day" means each Monday, Tuesday,
Wednesday, Thursday or Friday that (i) is not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, (ii) if the Specified Currency for
any payment on this Security is other than U.S. dollars or euros, is not a day
on which banking institutions in the principal financial center of the country
issuing such Specified Currency generally are authorized or obligated by law,
regulation or executive order to close, (iii) if the Specified Currency for any
payment on this Security is euros, is not a Euro Business Day, (iv) solely with
respect to any payment or other action to be made or taken at any Place of
Payment outside The City of New York, is a Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in such Place of
Payment generally are authorized or obligated by law, regulation or executive
order to close, (v) if this Security is held through Euroclear, is also not a
day on which banking institutions in Brussels, Belgium are generally authorized
or obligated by law, regulation or executive order to close, and (vi) if this
Security is held through Clearstream Banking, Societe Anonyme, Luxembourg, is
also not a day on which banking institutions in Luxembourg are generally
authorized or obligated by law, regulation or executive order to close. "Euro
Business Day" means any day on which the Trans-European Automated Real-Time
Gross Settlement Express (TARGET) System, or any successor system, is open for
business. With respect to any particular location, the close of business on any
day on which business is not being conducted shall be deemed to mean 5:00 P.M.,
New York City time, on that day. "Principal Financial Center" means the capital
city of the country issuing the Specified Currency in respect of which payment
on this Security is to be made, except that with respect to U.S. Dollars,
Australian Dollars, Deutsche Marks, Dutch Guilders, Italian Lire and Swiss
Francs the Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan and Luxembourg, respectively.
References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.
References in this Security to the euro shall mean, as of any
time, the coin or currency (if any) that is then legal tender for the payment of
public and private debts in all EMU Countries. "EMU Countries" means, at any
time, the countries (if any) then participating in the European Economic and
Monetary Union (or any successor union) pursuant to the Treaty on European Union
of February 1992 (or any successor treaty), as it may be amended from time to
time.
(Reverse of Security continued on next page)
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References in this Security to a particular currency other
than U.S. dollars and euros shall mean, as of any time, the coin or currency
that is then legal tender for the payment of public and private debts in the
country issuing such currency on the Original Issue Date.
4. Redemption at the Company's Option
Unless a Redemption Commencement Date is specified on the face hereof,
this Security shall not be redeemable at the option of the Company before the
Stated Maturity Date. If a Redemption Commencement Date is so specified, and
unless otherwise specified on the face hereof, this Security is subject to
redemption upon not less than 30 days' nor more than 60 days' notice at any time
and from time to time on or after the Redemption Commencement Date, in each case
as a whole or in part, at the election of the Company and at the applicable
Redemption Price specified on the face hereof (expressed as a percentage of the
principal amount of this Security to be redeemed), together with accrued
interest to the Redemption Date, but interest installments due on or prior to
such Redemption Date will be payable to the Holder of this Security, or one or
more Predecessor Securities, of record at the close of business on the relevant
record date, all as provided in the Indenture.
5. Repayment at the Holder's Option
Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Date as
provided in the Indenture). If this Security provides for more than one
Repayment Date and the Holder exercises its option to elect repayment, the
Holder shall be deemed to have elected repayment on the earliest Repayment Date
after all conditions to such exercise have been satisfied, and references herein
to the "Applicable Repayment Date" shall mean such earliest Repayment Date.
In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Trustee set forth below (or at such other place or places of which the
Company shall from time to time notify the Holder of this Security), on any
Business Day not later than the 15th, and not earlier than the 25th, calendar
day prior to the applicable Repayment Date (or, if either such calendar day is
not a Business Day, the next succeeding Business Day), either (i) this Security,
with the form below entitled "Option to Elect Repayment" duly completed and
signed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed and signed, not later than five Business Days
after the date of such telegram,
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telex, facsimile transmission or letter (provided that this Security and form
duly completed and signed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is The Chase Manhattan Bank at its Corporate Trust
Office, Attention: Capital Markets Fiduciary Services, 450 West 33rd Street, New
York, NY 10001 (or at such other places as the Company or the Trustee shall
notify the Holder of this Security). All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for
repayment will be determined by the Company, whose determination will be final
and binding. Notwithstanding the foregoing, (x) if this Security is a Global
Security, the option of the Holder to elect repayment may be exercised in
accordance with any policies and procedures of the Depositary for this Security
at least 15 calendar days prior to the applicable Repayment Date and (y) whether
or not this Security is a Global Security, the option of the Holder to elect
repayment may be exercised in any such manner as the Company may approve.
6. Transfer and Exchange
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of Authorized Denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different Authorized Denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes (subject to Sections 305 and 307 of the Indenture),
whether or not this Security be overdue, and neither the Company nor the Trustee
nor any such agent shall be affected by notice to the contrary.
If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.
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7. Defeasance
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture. If so specified on the face
hereof, either or both of such provisions are applicable to this Security, as so
specified.
8. Remedies
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
9. Modification and Waiver
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains
(Reverse of Security continued on next page)
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<PAGE>
provisions (i) permitting the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected under the
Indenture, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of any series to be affected under the Indenture, on behalf
of the Holders of all Securities of such series, to waive certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
10. Governing Law
This Security and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
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<PAGE>
CUSIP NO. 91345H AG 0
ORIGINAL ISSUE DATE: November 13, 2000
UNIVERSAL CORPORATION
MEDIUM-TERM NOTE, SERIES B
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address, telephone number and social security or other identifying
number are as follows:
--------------------------------------------------------------------------------
(please print name of the undersigned)
--------------------------------------------------------------------------------
(please print address of the undersigned)
--------------------------------------------------------------------------------
(please print telephone number and social security or other identifying
number of the undersigned)
If such Security provides for more than one Repayment Date, the
undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.
For such Security to be repaid the Company must receive at the
applicable address of the Trustee set forth below or at such other place or
places of which the Company or the Trustee shall from time to time notify the
Holder of such Security, on any Business Day not later than the 15th or earlier
than the 25th calendar day prior to the Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), (i) such
Security, with this "Option to Elect Repayment" form duly completed and signed,
or (ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States of America
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<PAGE>
setting forth (a) the name, address and telephone number of the Holder of such
Security, (b) the principal amount of such Security and the amount of such
Security to be repaid, (c) a statement that the option to elect repayment is
being exercised thereby and (d) a guarantee stating that such Security to be
repaid with the form entitled "Option to Elect Repayment" on the addendum to the
Security duly completed and signed will be received by the Company not later
than five Business Days after the date of such telegram, telex, facsimile
transmission or letter (provided that such Security and form duly completed and
signed are received by the Company by such fifth Business Day). The address to
which such deliveries are to be made is:
The Chase Manhattan Bank
Attention: Capital Markets Fiduciary Services
450 West 33rd Street
New York, NY 10001
or at such other place as the Company or the Trustee shall notify the holder of
such Security.
If less than the entire principal amount of such Security is to be
repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:
--------------------------------------------------------------
and specify the denomination or denominations (which shall equal any
Authorized Denomination) of the Security or Securities to be issued to the
Holder in respect of the portion of such Security not being repaid (in the
absence of any specification, one Security will be issued in respect of the
portion not being repaid):
---------------------------------------------------------------
Date: _______________ _____________________________________________
Notice: The signature to this Option to Elect
Repayment must correspond with the name of the
Holder as written on the face of such Security in
every particular without alteration or enlargement
or any other change whatsoever.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Security, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors Act
--------------------------------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
---------------------------------------------------------
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
-----------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-----------------------
/ /
-----------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
------------------------------------------------------------------------------
the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
------------------------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: _________________________
Signature Guaranteed
----------------------------------- ----------------------------------
NOTICE: Signature must be NOTICE: The signature to
guaranteed. this assignment must
correspond with the name
of the Holder as written
upon the face of the
attached Security in every
particular, without
alteration or enlargement
or any change whatever.
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