EXHIBIT 4
GLOBAL NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.
No. R-1 Principal Amount
CUSIP NO. 12562C AF 5
CROMPTON CORPORATION
8 1/2% Senior Notes due 2005
Crompton Corporation, a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of
______ Dollars on March 15, 2005.
Interest Payment Dates: March 15 and September 15.
Record Dates: March 1 and September 1.
Additional provisions of this Security are set forth on
the other side of this Security.
CROMPTON CORPORATION
By:
By:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
CITIBANK, N.A.
as Trustee, certifies that
this is one of the
Securities referred to in
the Indenture.
By: June 9, 2000
Authorized Signatory
8 1/2% Senior Notes due 2005
1. Interest
Crompton Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company")
promises to pay interest on the principal amount of this Security
at the rate per annum shown above.
The Company will pay interest semiannually on March 15
and September 15 of each year by wire transfer in immediately
available funds. Interest on the Securities will accrue from the
most recent date to which interest has been paid on the
Securities or, if no interest has been paid, from March 7, 2000.
The Company shall pay interest on overdue principal or premium,
if any (plus interest on such interest to the extent lawful), at
the rate borne by the Securities to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day
months.
2. Optional Redemption
The Company may redeem the Securities in whole or, from
time to time, in part on at least 30 but not more than 60 days
prior notice mailed to the Depositary, at a redemption price
equal to the greater of (i) 100% of the principal amount of the
Securities to be redeemed and (ii) the sum of the present value
of the Remaining Scheduled Payments on the Securities to be
redeemed discounted to the date of redemption, on a semiannual
basis, at the Treasury Rate plus 25 basis points plus accrued
interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as
having a 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 comparable maturity to
the remaining term of the Notes. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the
Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked price for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (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. "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 5:00 p.m. on
the third Business Day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co.,
and Salomon Smith Barney Inc. and their respective successors
and, at the option of the Company, additional Primary Treasury
Dealers; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in The
City of New York (a "Primary Treasury Dealer"), the Company shall
Substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to
any Note, the remaining scheduled payments of the principal
thereof to be redeemed and interest thereon that would be due
after the related redemption date but for such redemption;
provided, however, that, if such redemption date is not an
interest payment date with respect to such Note, the amount of
the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such
redemption date.
"Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield
to maturity 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.
3. Method of Payment
At or prior to 10:00 a.m. (New York City time) on the
date on which any principal of, premium, if any, or interest on
any Security is due and payable, the Company shall irrevocably
deposit with the Trustee or the Paying Agent a sum sufficient to
pay such principal, premium, if any, or interest. The Company
will pay interest (except Defaulted Interest) to the Persons who
are registered Holders of Securities at the close of business on
the March 1 or September 1 next preceding the interest payment
date even if Securities are cancelled or repurchased after the
record date and on or before the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest by wire
transfer of immediately available funds in money of the United
States that at the time of payment is legal tender for payment of
public and private debts.
4. Paying Agent and Registrar
Initially, Citibank, N.A. (the "Trustee"), will act as
Paying Agent and Registrar. The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice to any
Securityholder. The Company or any of its domestically
incorporated Subsidiaries may act as Paying Agent, Registrar or
co-registrar.
5. Indenture
The Company issued the Securities under an Indenture
dated as of March 1, 2000 (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the
"Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb), as amended (the
"Act"), as in effect on the date hereof (except as provided in
Section 8.3) until such time as this Indenture is qualified under
the TIA, and thereafter, as in effect on the date on which this
Indenture is qualified under the TIA (except as provided in
Section 8.3). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of those
terms.
The Securities are general unsecured senior obligations
of the Company limited to $600 million aggregate principal amount
(subject to Section 2.9 of the Indenture). This Security is one
of the Exchange Notes referred to in the Indenture. The
Securities include the Initial Notes, Exchange Notes and Private
Exchange Notes, if any, issued in exchange for the Initial Notes
pursuant to the Indenture and the Registration Rights Agreement.
The Initial Notes, the Exchange Notes and the Private Exchange
Notes are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on liens,
subsidiary indebtedness and sale and leaseback transactions by
the Company and its Restricted Subsidiaries.
6. Denominations; Transfer; Exchange
The Securities are in registered form without coupons
in denominations of principal amount of $1,000 and whole
multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities for
a period beginning 15 Business Days before an interest payment
date and ending on such interest payment date.
7. Persons Deemed Owners
The registered holder of this Security may be treated
as the owner of it for all purposes.
8. Unclaimed Money
If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent
shall pay the money back to the Company at its written request
unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee or Paying Agent for
payment.
9. Defeasance
Subject to certain conditions set forth in the
Indenture, the Company at any time may terminate some or all of
its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the
Securities to Maturity.
10. Amendment, Waiver
Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Securities may be amended
with the written consent of the Holders of at least a majority in
principal amount of the then Outstanding Securities and (ii) any
Default (other than with respect to nonpayment and compliance
with certain covenants under the Indenture) or noncompliance with
any provision may be waived with the consent of the Holders of a
majority in principal amount of the then Outstanding Securities.
Subject to certain exceptions set forth in the Indenture, without
the consent of any Securityholder, the Company and the Trustee
may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article IV
of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to add
additional covenants or surrender rights and powers conferred on
the Company, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to
make any change that does not adversely affect the rights of any
Securityholders.
11. Defaults and Remedies
Under the Indenture, Events of Default include (i)
default for 30 days in payment of interest on the Securities;
(ii) default in payment of principal of or premium, if any, on
any security at Maturity; (iii) default in the performance of or
a breach of any covenant or warranty of the Company in the
Indenture or the Securities (other than those otherwise specified
as an Event of Default) and such default continues for 60 days
after notice is given by the Trustee or the Holders of at least
10% of the Outstanding Securities; (iv) default under any
evidence of indebtedness for money borrowed in excess of
$10,000,000, which default results in the acceleration of such
indebtedness and such acceleration is not rescinded or the
indebtedness in not discharged within 10 days after notice in
given to the Company by the Trustee or the Holders of at least
10% of the Outstanding Securities and (v) certain events of
bankruptcy or insolvency with respect to the Company. If an
Event of Default occurs and is continuing the Trustee or the
Holders of at least 25% in principal amount of the Securities
then Outstanding may declare all the Securities to be due and
payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may
refuse to enforce the Indenture or the Securities unless it
receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or
power.
12. Trustee Dealings with the Company
Subject to certain limitations set forth in the
Indenture, the Trustee under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee.
13. No Recourse Against Others
An incorporator, director, officer, employee,
stockholder or controlling person, as such, of the Company shall
not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.
By accepting a Security, each Securityholder waives and releases
all such liability. The waiver and release are part of the
consideration for the issue of the Securities.
14. Authentication
This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent acting on
its behalf) manually signs the certificate of authentication on
the other side of this Security.
15. Abbreviations
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with rights of survivorship and not as tenants in
common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).
16. CUSIP Numbers
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures the
Company has caused CUSIP numbers to be printed on the Securities.
No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the
other identification numbers placed thereon.
17. Governing Law
This Security shall be governed by, and construed in
accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction
would be required thereby.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
____________________________________________
(Print or type assignee's name, address and zip code)
___________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint ______________________ agent to transfer
this Security on the books of the Company. The agent may
substitute another to act for him.
Date:
Your Signature: Signature Guarantee:
(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this
Security. Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the Registrar,
which requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The initial principal amount of this Global Security is
$ . The following increases or decreases in this Global
Security have been made:
Principal Signature
Amount of Of authorized
Amount of Amount of This Global signatory of
Decrease in increase in Security Trustee
Principal Principal Following Or
Date Amount of Amount of Such Securities
of This Global This Global decrease Custodian
Exchange Security Security Or increase
