SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 1997
---------------
BURLINGTON INDUSTRIES, INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10984 56-1584586
----------------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
3330 West Friendly Avenue, Greensboro, North Carolina 27410
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(910) 379-2000
----------------------------------------------------------------------------
Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events
------------
Incorporated by reference herein is the Press Release of Burlington
Industries, Inc. ("Burlington") dated August 7, 1997, announcing that it will
issue $150,000,000 principal amount of its 7.25% Fixed Rate Senior Debentures
Due August 1, 2027, at a price of 99.402% plus accrued interest.
Item 7. Financial Statements and Exhibits.
----------------------------------
(c) Exhibits.
---------
1. Underwriting Agreement dated August 7, 1997 between Burlington and the
Underwriters named therein.
4. Form of 7.25% Fixed Rate Senior Debenture.
99. Press release dated August 7, 1997.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BURLINGTON INDUSTRIES, INC.
By /s/ Barbara K. Eisenberg
-----------------------------
Name: Barbara K. Eisenberg
Title: Vice President and
Secretary
Date: August 8, 1997
3
UNDERWRITING AGREEMENT
August 7, 1997
Burlington Industries, Inc.
3330 West Friendly Avenue
Greensboro, North Carolina 27410
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriters (including
ourselves) named below (such underwriters being herein called the
"Underwriters"), and we understand that Burlington Industries, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate
principal amount of 7.25% Debentures Due 2027 (the "Offered Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
respective principal amounts of Offered Securities set forth below opposite
their names at a purchase price of 98.752% of the principal amount thereof, plus
accrued interest, if any, from August 1, 1997, to the date of payment and
delivery (the "Purchase Price"):
Number of
Name Offered Securities
---- ------------------
Morgan Stanley & Co. Incorporated........................... $50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... $50,000,000
Salomon Brothers Inc........................................ $50,000,000
Total..................... $150,000,000
============
1
<PAGE>
The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Davis, Polk & Wardwell, 450 Lexington Avenue, New York, New
York at 10:00 a.m. (New York time) on August 12, 1997. The time and date of such
payment and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Company's
Prospectus Supplement dated August 7, 1997 relating to the Offered Securities
and the Prospectus dated September 8, 1995, including the following:
Terms of Offered Securities
Maturity Date: August 1, 2027
Interest Rate: 7.25%
Redemption Provisions: The Debentures will be redeemable as
a whole or in part, at the option of the
Company at any time on or after
August 2, 2007 (a "Company
Redemption Date"), at a redemption
price equal to the greater of (i) 100%
of the principal amount of such
Debentures to be redeemed and (ii)
the sum of the present values of the
remaining scheduled payments of
principal and interest thereon
discounted to the Company
Redemption Date on a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at the Treasury Rate plus 15 basis
points, plus, in either case, accrued
and unpaid interest thereon to the date
of redemption.
2
<PAGE>
The Debentures will be
redeemable on August 1, 2007
(the "Redemption Date"), at
the option of the holders
thereof at 100% of their
principal amount, together
with interest payable on the
Redemption Date. Less than the
entire principal amount of any
Debenture may be redeemed on
the Redemption Date, provided
the principal amount which is
to be redeemed is equal to
$1,000 or an integral multiple
of $1,000.
Interest Payment Dates: February 1 and August 1,
commencing February 1, 1998
Form and Denomination: The Offered Securities will be issued
in the form of global securities in an
aggregate principal amount of
$150,000,000.
Ranking: The Offered Securities will be senior
indebtedness of the Company issued
under the Indenture dated as of
September 1, 1995 between the
Company and The Bank of New York,
as successor to Wachovia Bank of
North Carolina, N.A., as trustee.
Capitalized terms used above and not defined herein shall have the meanings
set forth in the Prospectus and Prospectus Supplement referred to above.
Except as set forth below, all provisions contained in the document
entitled Burlington Industries, Inc. Underwriting Agreement Standard Provisions
(Debt Securities) dated August 7, 1997, a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provision had been set
forth in full herein, except that if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control.
3
<PAGE>
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Brothers Inc
By: Morgan Stanley & Co. Incorporated, acting
severally on behalf of itself and the several
Underwriters named herein
By: /s/ Michael Fusco
------------------------------
Name: Michael Fusco
Title: Vice President
Accepted:
BURLINGTON INDUSTRIES, INC.
By: /s/ Charles E. Peters, Jr.
----------------------------------
Name: Charles E. Peters, Jr.
Title:Senior Vice President and
Chief Financial Officer
4
<PAGE>
BURLINGTON INDUSTRIES, INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES)
August 7, 1997
From time to time, Burlington Industries, Inc., a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
sometimes referred to as this "Agreement". Terms defined in the Underwriting
Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities and has filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing to, the Commission a
prospectus supplement (the "Prospectus Supplement") specifically relating to the
Offered Securities pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Securities Act"). The term "Registration Statement" means the
registration statement, including the exhibits thereto, as amended to the date
of this Agreement. The term "Basic Prospectus" means the prospectus included in
the Registration Statement. The term "Prospectus" means the Basic Prospectus
together with the Prospectus Supplement. The term "preliminary prospectus" means
a preliminary prospectus supplement specifically relating to the Offered
Securities, together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement", "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The term "Contract Securities" means the Offered Securities, if any, to be
purchased pursuant to the delayed delivery contracts substantially in the form
<PAGE>
of Schedule I hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The term "Underwriters' Securities" means the
Offered Securities other than Contract Securities.
1. Representations and Warranties. The Company represents and warrants to
and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective,
did not contain, and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) the Registration
Statement and the Prospectus comply, and, as amended or supplemented, if
applicable, will comply in all material respects with the Securities Act
and the applicable rules and regulations of the Commission thereunder and
(iv) the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph
do not apply (A) to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Manager
expressly for use therein or (B) to that part of the Registration Statement
that constitutes the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the
Trustee.
(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has
the corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such
2
<PAGE>
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(d) Each of Burlington Fabrics Inc., a Delaware corporation
("Fabrics") and B.I. Funding, Inc., a Delaware corporation ("Funding", and
together with Fabrics, collectively, the "Material Subsidiaries") has been
duly incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has the corporate
power and authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(e) This Agreement has been duly authorized, executed and delivered by
the Company.
(f) The Indenture dated as of September 1, 1995 between the Company
and The Bank of New York, as successor to Wachovia Bank of North Carolina,
N.A., as trustee (the "Indenture") has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable in
accordance with its terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(g) The Delayed Delivery Contracts, if any, have been duly authorized,
executed and delivered by the Company and are valid and binding agreements
of the Company, enforceable in accordance with their respective terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii)
the availability of equitable remedies may be limited by equitable
principles of general applicability.
(h) The Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, in the case of the
3
<PAGE>
Underwriters' Securities, or by institutional investors in accordance with
the terms of the Delayed Delivery Contracts, in the case of the Contract
Securities, will be entitled to the benefits of the Indenture, and will be
valid and binding obligations of the Company, enforceable in accordance
with their respective terms except as (A) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (B) rights of acceleration, if any, and the
availability of equitable remedies may be limited by equitable principles
of general applicability.
(i) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the Indenture, the
Offered Securities and the Delayed Delivery Contracts will not contravene
any provision of applicable law or the certificate of incorporation or
by-laws of the Company or any agreement or other instrument binding upon
the Company or any of its subsidiaries that is material to the Company and
its subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the
Indenture, the Offered Securities or the Delayed Delivery Contracts, except
such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Offered Securities.
(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(k) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed or
incorporated by reference as exhibits to the Registration Statement that
are not described, filed or incorporated as required.
4
<PAGE>
(l) Each of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders, certificates and permits of
and from, and has made all declarations and filings with, all federal,
state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own, lease, license
and use its properties and assets and to conduct its business in the manner
described in the Prospectus, except to the extent that the failure to
obtain or file would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(m) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.
2. Delayed Delivery Contracts. If the Prospectus provides for sales of
Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities on
the terms and subject to the conditions set forth in the Prospectus pursuant to
Delayed Delivery Contracts. Delayed Delivery Contracts may be entered into only
with institutional investors approved by the Company of the types set forth in
the Prospectus. On the Closing Date, the Company will pay to the Manager as
compensation for the accounts of the Underwriters the commission set forth in
the Underwriting Agreement in respect of the Contract Securities. The
Underwriters will not have any responsibility in respect of the validity or the
performance of any Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.
3. Terms of Public Offering. The Company is advised by the Manager that the
Underwriters propose to make a public offering of their respective portions of
the Underwriters' Securities as soon after this Agreement has been entered into
as in the Manager's judgment is advisable. The terms of the public offering of
the Underwriters' Securities are set forth in the Prospectus.
5
<PAGE>
4. Payment and Delivery. Payment for the Underwriters' Securities shall be
made in Federal or other funds immediately available in New York City at the
time and place set forth in the Underwriting Agreement, upon delivery to the
Manager for the respective accounts of the several Underwriters of the
Underwriters' Securities registered in such names and in such denominations as
the Manager shall request in writing not less than two full business days prior
to the date of delivery, with any transfer taxes payable in connection with the
transfer of the Underwriters' Securities to the Underwriters duly paid.
Delivery on the Closing Date of any Underwriters' Securities that are Debt
Securities in bearer form shall be effected by delivery of a single temporary
global Debt Security without coupons (the "Global Debt Security") evidencing the
Offered Securities that are Debt Securities in bearer form to a common
depositary for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euro-clear System ("Euro-clear"), and for Centrale de Livraison
de Valeurs Mobilieres S.A. ("Cedel") for credit to the respective accounts at
Euro-clear or Cedel of each Underwriter or to such other accounts as such
Underwriter may direct. Any Global Debt Security shall be delivered to the
Manager not later than the Closing Date, against payment of funds to the Company
in the net amount due to the Company for such Global Debt Security by the method
and in the form set forth in the Underwriting Agreement. The Company shall cause
definitive Debt Securities in bearer form to be prepared and delivered in
exchange for such Global Debt Security in such manner and at such time as may be
provided in or pursuant to the Indenture; provided, however, that the Global
Debt Security shall be exchangeable for definitive Debt Securities in bearer
form only on or after the date specified for such purpose in the Prospectus.
5. Conditions to the Underwriters' Obligations. The several obligations of
the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and
6
<PAGE>
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in the judgment of the
Manager, is material and adverse and that makes it, in the judgment of
the Manager, impracticable to market the Offered Securities on the
terms and in the manner contemplated in the Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in Section 5(a)(i) and to the effect
that the representations and warranties of the Company contained in this
Agreement are true and correct in all material respects as of the Closing
Date and that the Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an
opinion of John D. Englar, counsel for the Company, dated the Closing Date,
to the effect that:
(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries,
taken as a whole;
(ii) each of the Material Subsidiaries of the Company has
been duly incorporated, is validly existing as a corporation in
good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the
Prospectus and is duly
7
<PAGE>
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole;
(iii) the Company and each of its Material Subsidiaries has
all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all
declarations and filings with, all federal, state, local and
other governmental authorities, all self-regulatory organizations
and all courts and other tribunals, to own, lease, license and
use its properties and assets and to conduct its business in the
manner described in the Prospectus, except to the extent that the
failure to obtain or file would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;
(iv) this Agreement has been duly authorized, executed and
delivered by the Company;
(v) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of
the Company, enforceable in accordance with its terms except as
(A) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally
and (B) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability;
(vi) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid
and binding agreements of the Company, enforceable in accordance
with their respective terms except as (A) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (B) the availability of
equitable remedies may be limited by equitable principles of
general applicability;
(vii) the Offered Securities have been duly authorized and,
when executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting
Agreement, in
8
<PAGE>
the case of Underwriters' Securities, or by institutional
investors in accordance with the terms of the Delayed Delivery
Contracts, in the case of the Contract Securities, will be
entitled to the benefits of the Indenture and will be valid and
binding obligations of the Company, enforceable in accordance
with their terms except as (1) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (2) rights of acceleration, if
any, and the availability of equitable remedies may be limited by
equitable principles of general applicability;
(viii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this
Agreement, the Indenture, the Offered Securities and the Delayed
Delivery Contracts will not contravene any provision of the law
of the State of New York, the General Corporation Law of the
State of Delaware or the Federal laws of the United States
applicable to the Company or any Material Subsidiary, or the
certificate of incorporation or by-laws of the Company or, to the
best of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its subsidiaries
that is material to the Company and its subsidiaries, taken as a
whole, or, to the best of such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any Material Subsidiary, and no
consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the
performance by the Company of its obligations under this
Agreement, the Indenture, the Offered Securities or the Delayed
Delivery Contract , except such as may be required by the
securities or Blue Sky laws of the various states in connection
with the offer and sale of the Offered Securities and except such
as have been obtained or made on or prior to the Closing Date;
(ix) the statements (A) in the Prospectus under the captions
"Description of Senior Debt Securities," "Plan of Distribution",
and "Description of the Debentures" (B) in the Registration
Statement under Item 15, (C) in "Item 3 - Legal Proceedings" of
the Company's most recent annual report on Form 10-K incorporated
by reference in the Prospectus and (D) in "Item 1 - Legal
Proceedings" of Part II of the Company's quarterly reports on
Form 10-Q, if any, filed since such annual report, in each case
insofar as such statements constitute summaries of the
9
<PAGE>
legal matters, documents or proceedings referred to therein,
fairly present the information called for with respect to such
legal matters, documents and proceedings and fairly summarize the
matters referred to therein;
(x) such counsel does not know of any legal or governmental
proceedings pending or threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of
the Company or any of its subsidiaries is subject that are
required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to
be filed or incorporated by reference as exhibits to the
Registration Statement that are not described, filed or
incorporated as required;
(xi) such counsel (A) is of the opinion that each document,
if any, filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus (except for financial statements,
financial schedules and other financial or statistical data
included therein as to which such counsel need not express any
opinion) complied when so filed as to form in all material
respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, (B) has no reason to
believe that (except for financial statements, financial
schedules and other financial or statistical data as to which
such counsel need not express any belief and except for that part
of the Registration Statement that constitutes the Form T-1
heretofore referred to) each part of the Registration Statement,
when such part became effective, contained and, as of the date
such opinion is delivered, contains any untrue statement of a
material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (C) is of the opinion that the
Registration Statement and Prospectus (except for financial
statements, financial schedules and other financial or
statistical data included therein as to which such counsel need
not express any opinion) comply as to form in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (D) has no reason to
believe that (except for financial statements, financial
schedules and other financial or statistical data as to which
such counsel need not express any belief) the Prospectus as of
the date such opinion is delivered contains any untrue statement
of a material fact or omits
10
<PAGE>
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
(d) The Underwriters shall have received on the Closing Date an
opinion of Davis Polk & Wardwell, special counsel for the Underwriters,
dated the Closing Date, covering the matters referred to in Sections
5(c)(iv), 5(c)(v), 5(c)(vi) and 5(c)(vii) (but only as to the statements in
the Prospectus under "Description of Debt Securities", "Plan of
Distribution" and "Description of the Debentures") and clauses 5(c)(xi)(B),
5(c)(xi)(C) and 5(c)(xi)(D) above.
With respect to clauses 5(c)(xi)(B), 5(c)(xi)(C) and 5(c)(xi)(D)
above, Davis Polk & Wardwell may state that their opinion and belief are
based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto (but not
including documents incorporated therein by reference) and review and
discussion of the contents thereof (including documents incorporated
therein by reference), but are without independent check or verification,
except as specified.
(e) The Underwriters shall have received on the Closing Date a letter,
dated the Closing Date, in form and substance satisfactory to the
Underwriters, from the Company's independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements
and certain financial information contained in or incorporated by reference
into the Prospectus.
6. Covenants of the Company. In further consideration of the agreements of
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:
(a) To furnish the Manager, without charge, a conformed copy of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and, during the period mentioned in Section 6(c)
below, as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto or to the
Registration Statement as the Manager may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to
11
<PAGE>
furnish to the Manager a copy of each such proposed amendment or supplement
and not to file any such proposed amendment or supplement to which the
Manager reasonably objects.
(c) If, during such period after the first date of the public offering
of the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses the Manager will
furnish to the Company) to which Offered Securities may have been sold by
the Manager on behalf of the Underwriters and to any other dealers upon
request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus, as amended or supplemented, will
comply with law and to cause such amendments or supplements to be filed
promptly with the Commission.
(d) To endeavor to qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Manager
shall reasonably request and to maintain such qualification for as long as
the Manager shall reasonably request.
(e) To make generally available to the Company's security holders and
to the Manager as soon as practicable an earning statement covering a
twelve month period beginning on the first day of the first full fiscal
quarter after the date of this Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules
and regulations of the Commission thereunder. If such fiscal quarter is the
last fiscal quarter of the Company's fiscal year, such earning statement
shall be made available not later than 90 days after the close of the
period covered thereby and in all other cases shall be made available not
later than 45 days after the close of the period covered thereby.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
12
<PAGE>
Company or warrants to purchase debt securities of the Company
substantially similar to the Offered Securities (other than (i) the Offered
Securities and (ii) commercial paper issued in the ordinary course of
business), without the prior written consent of the Manager.
(g) Whether or not any sale of the Offered Securities is consummated,
to pay all expenses incident to the performance of its obligations under
this Agreement, including: (i) the preparation and filing of the
Registration Statement and the Prospectus and all amendments and
supplements thereto; (ii) the preparation, issuance and delivery of the
Offered Securities; (iii) the fees and disbursements of the Company's
Counsel and accountants and of the Trustee and its counsel; (iv) the
qualification of the Offered Securities under state securities or Blue Sky
laws in accordance with the provisions of Section 6(d), including filing
fees and the fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of any Blue Sky
or Legal Investment Memoranda; (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of any preliminary
prospectus and the Prospectus and any amendments or supplements thereto;
(vi) the printing and delivery to the Underwriters of copies of any Blue
Sky or Legal Investment Memoranda; (vii) any fees charged by rating
agencies for the rating of the Offered Securities; (viii) the filing fees
and expenses, if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc. made in connection with the Offered
Securities; (ix) any expenses incurred by the Company in connection with a
"road show" presentation to potential investors and (x) all document
production charges and expenses of counsel to the Underwriters (but not
including their fees for professional services) incurred in connection with
the preparation of this Agreement.
7. Covenants of the Underwriters.
Each of the several Underwriters represents and agrees with the Company
that:
(a) except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"), (A) it has not offered or sold, and
during the restricted period will not offer or sell, Debt Securities in
bearer form (including any Debt Security in global form that is
exchangeable for Debt Securities in bearer form) to a person who is within
the United States or its possessions or to a United States person and (B)
it has not delivered
13
<PAGE>
and will not deliver within the United States or its possessions definitive
Debt Securities in bearer form that are sold during the restricted period;
(b) it has, and throughout the restricted period will have, in effect
procedures reasonably designed to ensure that its employees or agents who
are directly engaged in selling Debt Securities in bearer form are aware
that such Debt Securities may not be offered or sold during the restricted
period to a person who is within the United States or its possessions or to
a United States person, except as permitted by the D Rules;
(c) if it is a United States person, it is acquiring the Debt
Securities in bearer form for purposes of resale in connection with their
original issuance and if it retains Debt Securities in bearer form for its
own account, it will only do so in accordance with the requirements of U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);
(d) if it transfers to any affiliate Debt Securities in bearer form
for the purpose of offering or selling such Debt Securities during the
restricted period, it will either (A) obtain from such affiliate for the
benefit of the Company the representations and agreements contained in
Sections 7(a), 7(b) and 7(c) or (B) repeat and confirm the representations
and agreements contained in Sections 7(a), 7(b) and 7(c) on such
affiliate's behalf and obtain from such affiliate the authority to so
obligate it;
(e) it will obtain for the benefit of the Company the representations
and agreements contained in Sections 7(a), 7(b), 7(c) and 7(d) from any
person other than its affiliate with whom it enters into a written
contract, as defined in U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(4) for
the offer or sale during the restricted period of Debt Securities in bearer
form; and
(f) it will comply with or observe any other restrictions or
limitations set forth in the Prospectus on persons to whom, or the
jurisdictions in which, or the manner in which, the Debt Securities may be
offered, sold, resold or delivered.
All other terms used in the preceding paragraph have the meaning given to
them by the U.S. Internal Revenue Code (the "Code") and regulations
thereunder, including the D Rules. The restricted period is defined at U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D)(7).
8. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who
14
<PAGE>
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Manager expressly for use therein; provided,
however, that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Offered Securities, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Offered Securities to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Company in writing by such
Underwriter through the Manager expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may
be sought pursuant to either Section 8(a) or 8(b), such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the
15
<PAGE>
indemnifying party may designate in such proceeding and shall pay the fees
and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel)
for all such indemnified parties and that all such fees and expenses shall
be reimbursed as they are incurred. Such firm shall be designated in
writing by the Manager, in the case of parties indemnified pursuant to
Section 8(a) above, and by the Company, in the case of parties indemnified
pursuant to Section 8(b) above. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment.
(d) To the extent the indemnification provided for in Section 8(a) or
8(b) is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Offered Securities
or (ii) if the allocation provided by clause 8(d)(i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company on the one hand and of the Underwriters on
the other hand in connection with the statements, omissions or actions that
resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by
the Company on the one hand and the Underwriters on the other hand in
connection with the offering of the Offered Securities shall be deemed to
be in the same respective proportions as the net proceeds from the offering
of such Offered Securities (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover of
the Prospectus Supplement, bear to the aggregate public offering
16
<PAGE>
price of the Offered Securities. The relative fault of the Company on the
one hand and the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant
to this Section 8 are several in proportion to the respective principal
amounts of Offered Securities they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 8 were determined by
pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 8(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 8 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or the Company, its officers or directors or
any person controlling the Company and (iii) acceptance of and payment for
any of the Offered Securities.
9. Termination. This Agreement shall be subject to termination by notice
given by the Manager to the Company, if (a) after the execution and delivery of
the Underwriting Agreement and prior to the Closing Date (i) trading
17
<PAGE>
generally shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the American Stock Exchange, the
National Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)
trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that, in the judgment of the Manager, is material and adverse
and (b) in the case of any of the events specified in clauses 9(a)(i) through
9(a)(iv), such event, singly or together with any other such event, makes it, in
the judgment of the Manager, impracticable to market the Offered Securities on
the terms and in the manner contemplated in the Prospectus.
10. Defaulting Underwriters. If, on the Closing Date, any one or more of
the Underwriters shall fail or refuse to purchase Underwriters' Securities that
it has or they have agreed to purchase hereunder on such date, and the aggregate
amount of Underwriters' Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate amount of the Underwriters' Securities to be purchased on such
date, the other Underwriters shall be obligated severally in the proportions
that the amount of Underwriters' Securities set forth opposite their respective
names in the Underwriting Agreement bears to the aggregate amount of
Underwriters' Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Manager may specify, to
purchase the Underwriters' Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the amount of Underwriters' Securities that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such amount
of Underwriters' Securities without the written consent of such Underwriter. If,
on the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Underwriters' Securities and the aggregate amount of Underwriters'
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Underwriters' Securities to be purchased on such date,
and arrangements satisfactory to the Manager and the Company for the purchase of
such Underwriters' Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either the Manager
or the Company shall have the right to postpone the Closing Date, but in no
event for longer than seven days, in order that the required changes, if any, in
the Registration Statement and in the Prospectus or in any other documents or
18
<PAGE>
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,
directors and controlling persons referred to in Section 8, and no other person
will have any right or obligation hereunder.
12. Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
19
<PAGE>
SCHEDULE I
DELAYED DELIVERY CONTRACT
________, 199_
Dear Sirs and Mesdames:
The undersigned hereby agrees to purchase from Burlington Industries, Inc.,
a Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned the Company's securities described in Schedule A annexed hereto (the
"Securities"), offered by the Company's Prospectus dated __________, 19__ and
Prospectus Supplement dated __________, 19__, receipt of copies of which are
hereby acknowledged, at a purchase price stated in Schedule A and on the further
terms and conditions set forth in this Agreement. The undersigned does not
contemplate selling Securities prior to making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amount and numbers on the delivery dates set forth in Schedule A. Each such date
on which Securities are to be purchased hereunder is hereinafter referred to as
a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company in Federal or other funds
immediately available in New York City at the office of
______________________________, New York, N.Y., at 10:00 a.m. (New York City
time) on the Delivery Date, upon delivery to the undersigned of the Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than three full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned as its address
set forth below
<PAGE>
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this Agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding agreement, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
Very truly yours,
(Purchaser)
By:
(Title)
(Address)
Accepted:
Burlington Industries, Inc.
By:
Name:
Title:
2
<PAGE>
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
- -------------------------- --------------------- -----------------------
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE A
Securities:
Principal Amounts or Numbers to be Purchased:
Purchase Price:
Delivery:
Exhibit 4
FIXED RATE SENIOR DEBENTURE
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT $150,000,000
No. 1
BURLINGTON INDUSTRIES, INC.
FIXED RATE SENIOR DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY"), 55 WATER STREET, NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS 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, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUED DISCOUNT ("OID") RULES.
<PAGE>
<TABLE>
<S> <C>
ISSUE PRICE: 99.402% OPTION TO ELECT REPAYMENT:
[ X ] YES [ ] NO
INTEREST RATE: 7.25%
OPTIONAL REPAYMENT DATES: August 1,
ORIGINAL ISSUE DATE: AUGUST 1, 1997 2007
MINIMUM DENOMINATION:
STATED MATURITY DATE: AUGUST 1, 2027 [X] $1,000
[ ] Other:
SPECIFIED CURRENCY:
United States Dollars: ADDITIONAL AMOUNTS: NOT APPLICABLE
[X] YES [ ] NO DEFEASANCE: [X] YES [ ] NO
FOREIGN CURRENCY: NOT APPLICABLE COVENANT DEFEASANCE: [X] YES [ ] NO
EXCHANGE RATE AGENT: NOT
APPLICABLE TOTAL AMOUNT OF OID: NOT APPLICABLE
OPTION TO RECEIVE PAYMENTS IN INITIAL ACCRUAL PERIOD OID: NOT
SPECIFIED CURRENCY OTHER THAN U.S. APPLICABLE
DOLLARS: [ ] YES [X] NO
OPTIONAL INTEREST RATE RESET:
INTEREST PAYMENT DATES IF OTHER [ ] YES [X] NO
THAN FEBRUARY 1 AND AUGUST 1: NOT
APPLICABLE OPTIONAL INTEREST RATE RESET DATES:
NOT APPLICABLE
REGULAR RECORD DATES IF OTHER THAN
JANUARY 15 AND JULY 15: NOT SINKING FUND: NOT APPLICABLE
APPLICABLE
OPTIONAL COMPANY REDEMPTION:
[X] YES [ ] NO
INITIAL COMPANY REDEMPTION DATE:
AUGUST 2, 2007
INITIAL COMPANY REDEMPTION
PERCENTAGE: 100%
ANNUAL REDEMPTION PERCENTAGE
REDUCTION: NOT APPLICABLE
OTHER/DIFFERENT PROVISIONS: NOT
APPLICABLE
</TABLE>
2
<PAGE>
BURLINGTON INDUSTRIES, INC., a Delaware corporation (herein referred to as
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 $150,000,000 (One hundred and
fifty million Dollars) on the Stated Maturity Date shown above (except to the
extent redeemed or repaid prior to the Stated Maturity Date) and to pay
interest, if any, thereon at the Interest Rate shown above from August 1, 1997
or from the most recent Interest Payment Date to which interest, if any, has
been paid or duly provided for, semi-annually on February 1 and August 1 of each
year (unless other Interest Payment Dates are shown on the face hereof) (each,
an "Interest Payment Date") until the principal hereof is paid or made available
for payment and on the Stated Maturity Date, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the "Maturity Date"
with respect to the principal repayable on such date); provided, however, that
any payment of principal (or premium, if any) or interest, if any, to be made on
any Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or the Maturity Date,
as the case may be, and no additional interest, if any, shall accrue on the
amount so payable as a result of such delayed payment. For purposes of this
Security, unless otherwise specified on the face hereof, "Business Day" means
each Monday, Tuesday, Wednesday, Thursday and Friday that, in The City of New
York, is not a day on which banking institutions are authorized or obligated by
law or executive order to be closed; provided that, if the specified currency
shown above (the "Specified Currency") is other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or obligated by law
or executive order to be closed in the city which is the principal financial
center of the country or countries of such currency (or, in the case of
Debentures denominated in ECU, Brussels).
Any interest hereon is accrued from, and including, the next preceding
Interest Payment Date in respect of which interest, if any, has been paid or
duly provided for (or from, and including, August 1, 1997, if no interest has
been paid) to, but excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on January 15 or July 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are specified on the
face hereof) (each, a "Regular Record Date"); provided, however, that, if this
Security was issued between a Regular Record
3
<PAGE>
Date and the initial Interest Payment date relating to such Regular Record Date,
interest, if any, for the period beginning on August 1, 1997 and ending on such
initial Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder hereof on such
next succeeding Regular Record Date; and provided further that interest, if any,
payable on the Maturity Date will be payable to the person to whom the principal
hereof shall be payable. Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
Holder on such Regular Record Date and may either 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 (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to on
the reverse hereof), 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
at any time in any other lawful manner, all as more fully provided in the
Indenture.
Unless otherwise specified above, all payments in respect of this Security
will be made in U.S. dollars regardless of the Specified Currency unless the
Holder hereof makes the election described below. If the Specified Currency is
other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse
hereof) will arrange to convert all payments in respect hereof into U.S. dollars
in the manner described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all payments in such
Specified Currency by delivery of a written request to the corporate trust
office of the Trustee in The City of New York, on or prior to the applicable
Regular Record Date or at least 16 days prior to the Maturity Date, as the case
may be. Such request may be in writing (mailed or hand delivered) or by cable,
telex or other form of facsimile transmission. The Holder hereof may elect to
receive payment in such Specified Currency for all principal, premium, if any,
and interest, if any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Regular Record Date or at least 16 days
prior to the Maturity Date, as the case may be.
Notwithstanding the foregoing, if the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency and any such outstanding
4
<PAGE>
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, the
obligations of the Company with respect to payments on this Security shall, in
all cases, be deemed immediately following such redenomination to provide for
payment of that amount of redominated currency representing the amount of such
obligations immediately before such redenomination. In no event shall any
adjustment be made to any amount payable hereunder as a result of any change in
the value of the Specified Currency relative to any other currency due solely to
fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed The Bank of New York at its office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this Security (other
than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; provided, however, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
or (ii) the Specified Currency is a Foreign Currency, and the Holder has elected
to receive payments in such Specified Currency as provided for above, such
interest payments will be made by transfer of immediately available funds, but
only if appropriate instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder may provide appropriate
instructions to the Trustee, and all such payments will be made in immediately
available funds to an account maintained by the payee with a bank, but only if
such bank has appropriate facilities therefor. Unless otherwise specified above,
the principal hereof (and premium, if any) and interest, if any, hereon payable
on the Maturity Date will be paid in immediately available funds upon surrender
of this Security at the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at such other location
as may be specified above). The Company will pay any administrative costs
imposed by banks in making payments in immediately available funds but, except
as otherwise provided under Additional Amounts above, any tax, assessment or
5
<PAGE>
governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.
Interest on this Security, if any, will be computed on the basis of a 360-
day year of twelve 30-day months.
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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
BURLINGTON INDUSTRIES, INC.
By: -------------------------------
[SEAL]
Attest: ____________________________
6
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------
Authorized Signatory
Dated:
----------------------
7
<PAGE>
[REVERSE OF DEBENTURE]
BURLINGTON INDUSTRIES, INC.
FIXED RATE SENIOR DEBENTURE
SECTION 1. General. This Security is one of a duly authorized issue of
securities (herein called the "Securities") of the Company, issued and to be
issued in one or more series under an indenture dated as of September 1, 1995,
as it may be supplemented from time to time (herein called the "Indenture"),
between the Company and The Bank of New York, as successor to Wachovia Bank of
North Carolina, N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto, reference is hereby made 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. This Security is one
of the series designated on the face hereof which is unlimited in aggregate
principal amount.
SECTION 2. Payments. If the Specified Currency is other than U.S. dollars
and the Holder hereof fails to elect payment in such Specified Currency, the
amount of U.S. dollar payments to be made in respect hereof will be determined
by the Exchange Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The City of New York
at approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date by the Exchange Rate Agent for the
purchase by the Exchange Rate Agent of the Specified Currency for U.S. dollars
for settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Securities denominated in a Foreign Currency
scheduled to receive U.S. dollar payments and at which the Exchange Rate Agent
commits to execute a contract. If such bid quotation is not available, payments
will be made in such Specified Currency.
Except as set forth below, if the Specified Currency is other than U.S.
dollars and the Specified Currency is not available due to the imposition of
exchange controls or to other circumstances beyond the Company's control, or is
no longer used by the government of the country issuing such currency or for
settlement of transactions by public institutions of or within the international
banking community, the Company will be entitled to make payments in U.S. dollars
on the basis of the noon buying rate in The City of New York for cable
8
<PAGE>
transfers of such Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business day prior to the applicable payment date or, if
the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated above.
If payment on this Security is required to be made in ECU and ECU is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, or is no longer used in the European Monetary
System, all payments due on that due date with respect to this Security shall be
made in U.S. dollars. The amount so payable on any date in ECU shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were Components of the ECU as
of the last date on which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each of
the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate, or as otherwise indicated
above.
If the official unit of any Component of the ECU is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies, each of which shall have a
value on the date of division equal to the amount of the former Component
divided by the number of currencies into which that currency was divided.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided that any
determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Exchange Rate Agent shall have no liability therefor.
All currency exchange costs will be borne by the Company unless the Holder
of this Security has made the election to receive payments in the Specified
Currency. In that case, the Holder shall bear its pro rata portion of currency
9
<PAGE>
exchange costs, if any, by deductions from payments otherwise due to such
Holder.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the currency
of the United States of America.
SECTION 3. Redemption at the Option of the Company. The Debentures will be
redeemable as a whole or in part, at the option of the Company at any time on or
after August 2, 2007 (a "Company Redemption Date") , at a redemption price equal
to the greater of (i) 100% of the principal amount of the Debentures to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Company Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to the date of
redemption.
"Treasury Rate" means, with respect to any Company 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 Company Redemption Date.
"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 Debentures 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 Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Comparable Treasury Price" means, with respect to any Company Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Company 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 Company Redemption Date,
after excluding the highest and lowest such Reference Treasury
10
<PAGE>
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 Company 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 Company Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers Inc and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
Notice of any Company redemption shall be mailed not less than 30 days nor
more than 60 days prior to any Company Redemption Date to each Holder of
Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after any Company Redemption Date interest will cease to accrue on the
Debentures or portions thereof called for redemption.
SECTION 4. Repayment. The Debentures will be redeemable on August 1, 2007
(the "Redemption Date"), at the option of the Holders thereof, at 100% of their
principal amount, together with interest payable to the date of redemption. Less
than the entire principal amount of any Debenture may be redeemed on the
Redemption Date, provided the principal amount which is to be redeemed is equal
to $1,000 or an integral multiple of $1,000.
The Depository or its nominee, as registered holder of the Debentures, will
be entitled to tender the Debentures on the Redemption Date for repayment.
During the period from and including June 1, 2007 to and including July 1, 2007,
the Depository will receive instructions from its participants (acting on behalf
of owners of beneficial interests in the Debentures) to tender the Debentures
for repayment under the Depository's procedures. Such tenders for repayment will
be made by the Depository, provided that the Depository receives instructions
from tendering participants by Noon on July 1, 2007. The Depository will notify
the Paying Agent by the close of business on July 1, 2007 as to the aggregate
principal amount of the Debentures, if any, for which the Depository shall have
received instructions to tender for repayment. OWNERS OF BENEFICIAL
11
<PAGE>
INTERESTS IN DEBENTURES WHO WISH TO EFFECTUATE THE TENDER AND REPAYMENT OF SUCH
DEBENTURES MUST INSTRUCT THEIR RESPECTIVE DEPOSITORY PARTICIPANT OR PARTICIPANTS
AT A REASONABLE PERIOD OF TIME IN ADVANCE OF JULY 1, 2007.
If at any time the use of a book-entry only system through the Depository
(or any successor securities depository) is discontinued with respect to the
Debentures, tenders for repayment of any Debenture on the Redemption Date shall
be made according to the following procedures. The Company must receive at the
principal office of the Paying Agent, during the period from and including June
1, 2007 to and including the July 1, 2007 (i) the Debenture with the form
entitled "Option to Elect Repayment" on the reverse of the Debenture duly
completed; or (ii)(x) 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 the name of the registered holder of the
Debenture, the principal amount of the Debenture, the amount of the Debenture to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Debenture to be repaid, with the form entitled
"Option to Elect Repayment" on the reverse of the Debenture duly completed, will
be received by the Company not later than five business days after the date of
such telegram, telex, facsimile transmission or letter; and (y) such Debenture
and form duly completed are received by the Company by such fifth business day.
Any such notice received by the Company during the period from and including
June 1, 2007 to and including July 1, 2007 shall be irrevocable. All questions
as to the validity, eligibility (including time or receipt) and the acceptance
of any Debenture for repayment will be determined by the Company, whose
determination will be final and binding.
For all purposes of this section, if July 1, 2007 is not a business day, it
shall be deemed to refer to the next succeeding business day.
SECTION 5. Discount Securities. If this Security (such a Security being
referred to as a "Discount Security") (a) has been issued at an Issue Price
lower, by more than a de minimis amount (as determined under United States
federal income tax rules applicable to original issue discount instruments),
than the principal amount hereof and (b) would be considered an original issue
discount security for United States federal income tax purposes, then the amount
payable on this Security in the event of redemption by the Company, repayment at
the option of the Holder or acceleration of the maturity hereof, in lieu of the
principal amount due at the Stated Maturity Date hereof, shall be the Amortized
Face Amount (as defined below) of this Security as of the date of such
redemption,
12
<PAGE>
repayment or acceleration. The "Amortized Face Amount" of this Security shall be
the amount equal to the sum of (a) the Issue Price (as set forth on the face
hereof) plus (b) the aggregate of the portions of the original issue discount
(the excess of the amounts considered as part of the "stated redemption price at
maturity" of this Security within the meaning of Section 1273(a)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issuer Price of this Security) which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Security to the
date of determination, minus (c) any amount considered as part of the "stated
redemption price at maturity" of this Security which has been paid on this
Security from the date of issue to the date of determination.
SECTION 6. Modification and Waivers; Obligation of the Company Absolute.
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. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of Outstanding Securities affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the Holders
of not less than a majority in principal amount of all Outstanding Securities of
any series to waive on behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Security 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.
The Securities are unsecured and rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
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, if any, on this Security at the times, place and rate, and in the
currency herein prescribed.
13
<PAGE>
SECTION 7. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless
otherwise specified on the face hereof.
SECTION 8. Minimum Denomination. Unless otherwise provided on the face
hereof, this Security is issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
SECTION 9. Registration of Transfer. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security forms a part, 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 attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of like authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security
being referred to as a "Global Security"), and (i) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to the Company or (ii)
an Event of Default occurs, the Company will issue Securities in certificated
form in exchange for this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have Securities represented
by a Global Security and, in such event, will issue Securities in certificated
form in exchange in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount
to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of
$1,000 (or such other Minimum Denomination specified on the face hereof) or any
amount in excess thereof which is an integral multiple of $1,000 (or such
Minimum Denomination) and will be issued in registered form only, without
coupons.
14
<PAGE>
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
Holder as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
SECTION 10. Events of Default. If an Event of Default with respect to the
Securities of the series of which this Security forms a part shall have occurred
and be continuing, the principal of this Security may be declared due and
payable in the manner and with the effect provided in the Indenture.
SECTION 11. Defined Terms. All terms used in this Security which are
defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
SECTION 12. Governing Law. This Security shall be governed by, and
construed in accordance with, the law of the State of new York excluding (to the
greatest extent permitted by law) any rule of law that would cause the
application of the laws of any jurisdiction other than the State of New York.
<PAGE>
------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, 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 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.
------------------
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 type name and address, including zip code of assignee
- -----------------------------------------------------
the within Security of BURLINGTON INDUSTRIES, INC. and all rights thereunder and
does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.
Dated
---------------------------
SIGNATURE GUARANTEED:
--------------------------------------------
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.
----------------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Security in every particular, without alteration or
enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at 100% of the principal amount of this Security to be repaid plus
accrued interest to the date of repayment.
Date:__________________________ __________________________________
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE
GUARANTEED -- required only if
Securities are to be issued and delivered to
other than the registered Holder]
Signature
Guaranteed:__________________
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.
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Securities if to be issued
than the principal amount of otherwise than to the
this Security (principal registered Holder:
amount remaining must be an
authorized denomination) Name:
----------------------------
$_______________________________
Address:
----------------------------
----------------------------
(Please print name and
address including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
----------------------------
