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) March 15, 2000
SCI Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-2251 63-0583436
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2101 West Clinton Avenue, Huntsville, Alabama 35805
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (256) 882-4800
<PAGE>
Item 5. Other Events
On March 15, 2000, SCI Systems, Inc. (the "Company") consummated the
issuance and sale of $575,000,000 of its 3% convertible subordinated notes due
2007 (the "Notes"). The Notes were issued under the Subordinated Indenture dated
as of March 15, 2000 (the "Indenture") between the Company and Bank One Trust
Company, National Association, as trustee (the "Trustee"), and the Supplemental
Indenture No. 1 dated as of March 15, 2000 between the Company and the Trustee
(the "Supplemental Indenture") to the Indenture.
A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1
and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.1 Supplemental Indenture No. 1, dated as of March
15, 2000, to the Subordinated Indenture dated as
of March 15, 2000 and between the parties hereto,
between SCI Systems, Inc. and Bank One Trust
Company, National Association, as Trustee,
relating to the 3% convertible subordinated notes
due 2007 of SCI Systems, Inc.
<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.
SCI SYSTEMS, INC.
Dated: April 4, 2000 By: /s/ Michael M. Sullivan
Name: Michael M. Sullivan
Title: Corporate Secretary and General Counsel
Execution Copy
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SCI SYSTEMS, INC.
3% Convertible Subordinated Notes Due 2007
- --------------------------------------------------------------------------------
SUPPLEMENTAL INDENTURE NO. 1
TO THE SUBORDINATED INDENTURE DATED AS OF THE DATE HEREOF AND
BETWEEN THE PARTIES HERETO
Dated as of March 15, 2000
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BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
TRUSTEE
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<PAGE>
SCI Systems, Inc.
3% Convertible Subordinated Notes Due 2007
SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE No. 1 (the "Supplemental Indenture"),
dated as of March 15, 2000, between SCI Systems, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the "Company"),
and Bank One Trust Company, National Association, a national banking association
duly organized and existing under the federal laws of the United States, as
Trustee (the "Trustee").
RECITALS
The Company and the Trustee have heretofore executed a
Subordinated Indenture (the "Base Indenture" and, together with this
Supplemental Indenture, the "Indenture"), dated as of March 15, 2000, providing
for the issuance from time to time of series of the Company's Securities to be
issued in one or more series as therein provided.
Sections 201 and 301 of the Base Indenture provide for various
matters with respect to any series of Securities issued under the Base Indenture
to be established in an indenture supplemental to the Base Indenture.
Section 901 of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Base Indenture.
For and in consideration of the premises and the issuance of
the Notes provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Notes, as follows:
Article 1
RELATION TO BASE INDENTURE; DEFINITIONS
Section 1.1. Relation to Base Indenture. This Supplemental
Indenture constitutes an integral part of the Indenture. In the event of
inconsistencies between the Base Indenture and this Supplemental Indenture, the
terms hereof shall govern.
Section 1.2. Certain Definitions. For all purposes of this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(1) capitalized terms used herein without definition have
the meanings specified in the Base Indenture;
(2) all other terms used herein without definition which
are defined in the TIA, either directly or by reference therein,
have the meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles"
with respect to any computation required or permitted hereunder means
such accounting principles as are generally accepted in the United
States of America;
(4) unless the context otherwise requires, any reference
to an "Article" or a "Section" refers to an Article or a Section, as
the case may be, of this Supplemental Indenture;
(5) the words "herein", "hereof', "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision; and
(6) the following terms have the meanings assigned to
them in this Article and include the plural as well as the singular:
"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities or by agreement or otherwise.
"Board of Directors" means, with respect to any Person, either
the board of directors of such Person or any duly authorized committee thereof.
"Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the secretary or an assistant secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.
"Business Day" means, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in The City
of New York are authorized or obligated by law, regulation or executive order to
close.
"Capital Stock" means, with respect to any Person, any and all
shares, interests, partnership interests, participation rights in or other
equivalents (however designated) of such Person's equity (however designated)
whether now outstanding or issued after the date of this Indenture.
"Change of Control" means any event where: (i) any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act) of shares representing more than 50% of the combined voting
power of the then outstanding securities entitled to vote generally in elections
of directors of the Company, (ii) the Company consolidates with or merges into
any other Person, or any other Person merges into the Company, and, in the case
of any such transaction, the outstanding Common Stock is reclassified into or
exchanged for any other property or securities, unless the stockholders of the
Company immediately before such transaction own, directly or indirectly
immediately following such transaction, at least a majority of the combined
voting power of the then outstanding voting securities entitled to vote
generally in elections of directors of the corporation resulting from such
transaction in substantially the same respective proportions as their ownership
of the Voting Stock immediately before such transaction, (iii) the Company and
its Subsidiaries, taken as a whole, sell, assign, convey, transfer or lease all
or substantially all the assets of the Company or of the Company and its
Subsidiaries, taken as a whole, as applicable, (other than to one or more
wholly-owned Subsidiaries of the Company) or (iv) any time the Continuing
Directors do not constitute a majority of the Board of Directors of the Company
(or, if applicable, a successor corporation to the Company); provided, however,
that (a) a Change of Control under clause (i), (ii) or (iii) above shall not be
deemed to have occurred if the Daily Market Price per share of Common Stock for
any five Trading Days within the period of 10 consecutive Trading Days ending
immediately after the later of the Change of Control or the public announcement
of the Change of Control (in the case of a Change of Control under clause (i)
above) or the period of 10 consecutive Trading Days ending immediately before
the Change of Control (in the case of a Change of Control under clause (ii) or
(iii) above) shall equal or exceed 105% of the Conversion Price of the Notes in
effect on the date of such Change of Control or the public announcement of such
Change of Control, as applicable, or (b) a Change of Control under clause (i),
(ii) or (iii) above shall not be deemed to have occurred if at least 90% of the
consideration in the Change of Control transaction consists of shares of capital
stock traded on a U.S. national securities exchange or quoted on the NASDAQ
National Market (the "NNM") or other established automated over-the-counter
trading market in the United States, and as a result of such transaction, the
Notes become convertible solely into such capital stock.
"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties at such time.
"Common Stock" means the Company's common stock, $0.10 par
value per share.
"Company" means the Person named as the "Company" in the first
paragraph of this Supplemental Indenture, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.
"Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.
"Daily Market Price" means the price of a share of Common
Stock on the relevant date, determined (a) on the basis of the last reported
sale price regular way of the Common Stock as reported on the New York Stock
Exchange (the "NYSE"), or if the Common Stock is not then listed on the NYSE, as
reported on the principal national securities exchange upon which the Common
Stock is listed, or (b) if there is no such reported sale on the day in
question, on the basis of the average of the closing bid and asked quotations
regular way as so reported, or (c) if the Common Stock is not listed on the NYSE
or on any national securities exchange, on the basis of the average of the high
bid and low asked quotations regular way on the day in question in the
over-the-counter market as reported by the National Association of Securities
Dealers Automated Quotation System, or if not so quoted, as reported by National
Quotation Bureau, Incorporated, or a similar organization.
"Designated Event" means the occurrence of a Change of Control
or a Termination of Trading.
"Holder" of a Note means the Person in whose name a Note is
registered in the Security Register.
"Issuance Date" means March 15, 2000.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Officers' Certificate" means a certificate signed on behalf
of the Company by two officers of the Company, one of whom must be principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company that meets the requirements set
forth in Section 102 of the Base Indenture.
"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in TIA Section 314(e) to
the extent applicable.
"Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof or any other entity.
"Securities Act" means the Securities Act of 1933, as amended.
"Subsidiary" of a Person means any corporation, association or
other business entity of which more than 50% of the total voting power of shares
of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof.
"Termination of Trading" means an event where the Common Stock
(or other securities into which the Notes are then convertible) is neither
listed for trading on a United States national securities exchange nor approved
for trading on the NNM or other established automated over-the-counter trading
market in the United States.
"Trading Day" means (A) if the applicable security is listed
or admitted for trading on the New York Stock Exchange or another national
securities exchange, a day on which the New York Stock Exchange or such other
national securities exchange is open for business, (B) if the applicable
security is quoted on the NNM, a day on which trades may be made thereon or (C)
if the applicable security is not so listed, admitted for trading or quoted, any
day other than a Saturday or Sunday or a day on which banking institutions in
the State of New York are authorized or obligated by law or execute order to
close.
"Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor.
"Trust Officer" means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
authorized officer of the Trustee who customarily performs functions similar to
those performed by the persons who at the time shall be such officers,
respectively, and who shall have direct responsibility for the administration of
this Indenture or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject.
Section 1.3. Other Definitions.
Defined in
Term Section
Base Indenture..................................Recitals
Commencement Date...............................4.4
Conversion Date.................................5.6
Conversion Price................................5.6
Conversion Shares...............................5.8
Current Market Price............................5.8
Default.........................................Base Indenture
Designated Event Offer..........................4.3
Designated Event Payment........................4.3
Designated Event Payment Date...................4.4
Depository......................................Base Indenture
Distribution Date...............................5.6
Distribution Record Date........................5.6
Event of Default................................Base Indenture
Excess Payment .................................5.6
Global Securities...............................Base Indenture
Indenture.......................................Recitals
Interest Payment Date...........................Base Indenture
Notes...........................................2.1
Purchase Date...................................5.6
Paying Agent....................................2.4
Registrar.......................................2.4
Regular Record Date.............................Base Indenture
Rights..........................................5.6
Security Register...............................Base Indenture
Senior Indebtedness.............................Base Indenture
Supplemental Indenture..........................Recitals
Tender Period...................................4.4
TIA.............................................Base Indenture
Voting Stock....................................Base Indenture
Article 2
THE NOTES
Section 2.1. Title of the Securities. There shall be a
series of Securities designated the "3% Convertible Subordinated Notes due 2007"
(the "Notes").
Section 2.2. Limitation on Aggregate Principal Amount of the
Notes. The aggregate principal amount of the Notes shall be limited to
$575,000,000.
Section 2.3. Form, Dating and Denomination of the Notes.
The Notes and the Trustee's certificate of authentication shall be substantially
in the form of Exhibit A, which is a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
(provided that any such notation, legend or endorsement required by usage is in
a form acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. The Notes shall be dated the
date of their authentication. The Notes shall be issued in book-entry form,
without coupons, in denominations of $1,000 of principal amount and integral
multiples of $1,000.
Section 2.4. Registrar, Paying Agent and Conversion Agent.
The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Notes may be presented for purchase or payment ("Paying Agent") and an
office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may have one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents. The term
Paying Agent includes any additional paying agent. The term Conversion Agent
includes any additional conversion agent. The Registrar shall be a "Securities
Registrar" under the Base Indenture and the Paying Agent shall be a "Paying
Agent" under the Base Indenture.
The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (provided,
however, that a separate agreement shall not be necessary in the case of the
Trustee serving in any such capacity). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee in writing of the name and address of any such agent. If the Company
fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation from the
Company therefor.
The Company initially appoints the Trustee as Registrar,
Conversion Agent and Paying Agent in connection with the Notes, and the Trustee
accepts such appointment. In acquiring such appointments, the Trustee shall, to
the extent serving in any such capacity, be entitled to each of the immunities,
benefits, indemnifications and rights of reimbursement provided to it under the
Indenture as Trustee.
Section 2.5. Paying Agent to Hold Money and Notes in Trust.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Note, the Company shall deposit with the Paying Agent a sum of
money (in immediately available funds if deposited on the due date) or Common
Stock sufficient to make such payments when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders of the Notes or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Notes and shall notify the Trustee of any default by
the Company in making any such payment. At any time during the continuance of
any such default, the Paying Agent shall, upon the written request of the
Trustee, forthwith pay to the Trustee all money and Common Stock so held in
trust. If the Company, a Subsidiary or an Affiliate of either of them acts as
Paying Agent, it shall segregate the money and Common Stock held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money and Common Stock held by it to the Trustee and
to account for any funds and Common Stock disbursed by it. Upon doing so, the
Paying Agent shall have no further liability for the money or Common Stock.
Article 3
INTEREST
Section 3.1. Payment of Interest. Interest shall accrue on
the Notes at a rate of 3% per annum from March 15, 2000. The Interest Payment
Dates in respect of the Notes shall be March 15 and September 15 of each year,
commencing September 15, 2000. The Regular Record Dates in respect of such
Interest Payment Dates shall be March 1 and September 1 of each year,
respectively, commencing September 1, 2000. The Depository for the Notes shall
be the Depositary Trust Company and so long as the Notes are Global Securities,
the interest payable on the Notes will be paid to Cede & Co., the nominee of the
Depository, or its registered assigns as the registered owner of such Global
Securities. Subject to the provisions of Section 308 of the Base Indenture, each
Note delivered under this Indenture upon registration of transfer of, or in
exchange for, or in lieu of, or in substitution for, any other Note, shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Note.
Section 3.2. Computation of Interest. Interest on the Notes
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any principal of or premium, if any, or interest on
the Notes is not paid when due, then except to the extent permitted by law, such
overdue principal, premium, if any and interest shall bear interest until paid
at the rate of interest set forth in Section 3.1, compounded semi-annually.
Article 4
REDEMPTION
Section 4.1. Optional Redemption. The Company may redeem all
or any portion of the Notes, at the times, upon the terms and at the redemption
prices set forth in each of the Notes. Any redemption pursuant to this Section
4.1 shall be made pursuant to the provisions of Article Eleven of the Base
Indenture.
Section 4.2. Selection of Notes to be Redeemed. If less than
all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed by a method that complies with the requirements of the principal
national securities exchange, if any, on which the Notes are listed, or, if the
Notes are not so listed, on a pro rata basis, by lot or by such other method as
the Trustee considers fair and appropriate. The Trustee shall make the selection
not more than 60 days and not less than 30 days before the redemption date from
Notes outstanding not previously called for redemption. The Trustee may select
for redemption portions of the principal of Notes that have denominations larger
than $1,000. Notes and portions of them it selects shall be in principal amounts
of $1,000 or integral multiples of $1,000. Provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be called for redemption.
If any Note selected for partial redemption is converted in
part after such selection, the converted portion of such Note shall be deemed
(so far as may be) to be the portion to be selected for redemption. The Notes
(or portions thereof) so selected shall be deemed duly selected for redemption
for all purposes hereof, notwithstanding that any such Note is converted in
whole or in part before the mailing of the notice of redemption. Upon any
redemption of less than all the Notes, the Company and the Trustee may treat as
outstanding any Notes surrendered for conversion during the period 15 days next
preceding the mailing of a notice of redemption and need not treat as
outstanding any Note authenticated and delivered during such period in exchange
for the unconverted portion of any Note converted in part during such period.
Section 4.3. Designated Event Offer. Upon the occurrence of
a Designated Event, each Holder of Notes shall have the right, in accordance
with this Section 4.3 and Section 4.4 hereof, to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the terms of an offer made as provided in
Section 4.4 (the "Designated Event Offer") at a purchase price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any, thereon
to the Designated Event Payment Date (the "Designated Event Payment").
Section 4.4. Designated Event Procedures. In the event that,
pursuant to Section 4.3 hereof, the Company shall commence a Designated Event
Offer, the Company shall follow the procedures in this Section 4.4.
The Designated Event Offer shall remain open for a period
specified by the Company which shall be no less than 30 days and no more than 60
days from and including the date of the mailing of notice provided for below
(the "Commencement Date"), except to the extent that a longer period is required
by applicable law (the "Tender Period"). On the day (the "Designated Event
Payment Date") immediately following the last day of the Tender Period, the
Company shall purchase the principal amount of Notes duly surrendered for
repurchase and not withdrawn.
If a Designated Event Payment Date is after a Regular Record
Date and before the related Interest Payment Date, accrued interest to the
related Interest Payment Date will be paid to the Persons in whose names the
Notes (or one or more predecessor Notes) are registered at the close of business
on such Regular Record Date, notwithstanding the repurchase of any such Notes on
such Designated Event Payment Date, and no additional interest will be payable
to Holders who tender Notes for purchase on such Designated Event Payment Date.
The Company shall provide the Trustee with written notice of
the Designated Event Offer on any of the Notes not prior to 90 days and prior to
60 days preceding the Designated Event Payment Date, and upon receipt of such
notice the Trustee shall notify the Depository of such Designated Event Payment
Date pursuant to the requirements of the Letter of Representations among the
Company, the Trustee and the Depository.
Within 30 days following any Designated Event, unless the
Company is entitled to and has previously elected to redeem all of the
outstanding Notes at its option and has previously given Holders notice of its
intention to redeem all of the outstanding Notes in accordance with Section 4.1
of this Indenture, the Company or the Trustee (at the request and expense of the
Company) shall send, by first class mail, a notice to each of the Holders, which
shall govern the terms of the Designated Event Offer and shall state:
(a) that the Designated Event Offer is being made
pursuant to this Section 4.4 and that all Notes validly tendered will
be accepted for payment;
(b) the purchase price (as determined in accordance with
Section 4.4 hereof), the length of time the Designated Event Offer will
remain open and the Designated Event Payment Date;
(c) that any Note or portion thereof not validly tendered
or accepted for payment will continue to accrue interest and will
continue to have conversion rights;
(d) that, unless the Company defaults in the payment of
the Designated Event Payment, any Note or portion thereof accepted
for payment pursuant to the Designated Event Offer shall cease to
accrue interest from and after the Designated Event Payment Date and
will cease to have conversion rights after the Designated Event Payment
Date;
(e) that Holders electing to have a Note or portion
thereof purchased pursuant to any Designated Event Offer will be
required to surrender the Note, with the form entitled "Option of
Holder To Elect Purchase", that is set forth in Exhibit A hereto,
on the reverse of the Note completed, to a Paying Agent at the address
specified in the notice (which shall include an address in the Borough
of Manhattan, The City of New York) prior to the close of business on
the third Business Day preceding the Designated Event Payment Date;
(f) that Holders will be entitled to withdraw their
election if a Paying Agent receives, not later than the close of
business on the second Business Day preceding the Designated Event
Payment Date, a letter or facsimile transmission setting forth the
name of the Holder, the principal amount of the Notes or portion
thereof delivered for purchase and a statement that such Holder is
withdrawing its election to have such Notes or portions thereof
purchased; and
(g) that Holders whose Notes are being purchased only
in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount or an integral
multiple thereof.
In addition, the notice shall contain all instructions, other
information and materials that the Company shall reasonably deem necessary to
enable such Holders to tender Notes pursuant to the Designated Event Offer or to
withdraw tendered Notes. If the Company is not required to mail such notice
because, as provided above, it has previously given notice of its intention to
redeem the Notes in whole but the Company thereafter defaults in the payment of
the redemption price (including accrued interest) on any of the Notes on the
relevant redemption date, then the Company shall be required to give notice
pursuant to this Section 4.4 no later than the second Business Day following
such redemption date, in which case the Tender Period shall be 30 days except to
the extent that a longer period is required by applicable law. In the event that
the Company is required by applicable law to extend the Tender Period beyond the
Designated Event Payment Date set forth in such notice, the Company will, as
promptly as possible, issue a press release and send notice to Holders
announcing such extension and the new Designated Event Payment Date, which press
release and notice shall state the new deadlines for surrendering and
withdrawing Notes.
Prior to 10:00 A.M. (New York City Time) on the Designated
Event Payment Date, the Company shall irrevocably deposit with the Trustee or
the Paying Agent in immediately available funds an amount equal to the
Designated Event Payment in respect of all Notes or portions thereof validly
tendered and not withdrawn, such funds to be held for payment in accordance with
the terms of this Section 4.4. On the Designated Event Payment Date, the Company
shall, to the extent lawful, (i) accept for payment the Notes or portions
thereof validly tendered pursuant to the Designated Event Offer, (ii) deliver or
cause to be delivered to the Trustee the Notes so accepted and (iii) deliver to
the Trustee an Officers' Certificate identifying the Notes or portions thereof
tendered and not withdrawn to the Company and stating that such Notes have been
accepted for payment by the Company in accordance with the terms of this Section
4.4. The Paying Agent shall promptly (but in any case not later than five
calendar days after the Designated Event Payment Date) mail or deliver to each
Holder of Notes so accepted for payment an amount equal to the Designated Event
Payment for such Notes, and the Trustee shall promptly authenticate and mail or
otherwise deliver to each such Holder a new Note equal in principal amount to
any unpurchased portion of the Note surrendered; provided that each new Note
shall be in a principal amount of $1,000 or an integral multiple thereof. Any
Notes not so accepted shall be promptly mailed or otherwise delivered by or on
behalf of the Company to the Holders thereof. The Company will publicly announce
the results of the Designated Event Offer on, or as soon as practicable after,
the Designated Event Payment Date.
The Designated Event Offer shall be made by the Company in
compliance with all applicable provisions of the Exchange Act and any other
securities laws and regulations (including, without limitation, Rules 13e-4 and
14e-1 under the Exchange Act) to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes in connection with a
Designated Event.
Article 5
CONVERSION
Section 5.1. Conversion Privilege. A Holder of any Note
may convert the principal amount thereof (or any portion thereof that is an
integral multiple of $1,000) into fully paid and nonassessable shares of Common
Stock at any time following the Issuance Date and prior to the close of business
on the Business Day immediately preceding the final maturity date of the Note at
the Conversion Price then in effect, except that, with respect to any Note
called for redemption, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the redemption date (unless
the Company shall default in making the redemption payment when it becomes due,
in which case the conversion right shall terminate at the close of business on
the date on which such default is cured). The number of shares of Common Stock
issuable upon conversion of a Note is determined by dividing the principal
amount of the Note converted by the Conversion Price in effect on the Conversion
Date.
"Conversion Price" means $56.23, as the same may be adjusted
from time to time as provided in this Article V.
Provisions of this Indenture that apply to conversion of all
of a Note also apply to conversion of a portion of it. A Holder of Notes is not
entitled to any rights of a holder of Common Stock until such Holder of Notes
has converted such Notes into Common Stock, and only to the extent that such
Notes are deemed to have been converted into Common Stock under this Article V.
Section 5.2. Conversion Procedure. To convert a Note, a
Holder must satisfy the requirements in paragraph 10 of the Notes. The date on
which the Holder satisfies all of those requirements is the conversion date (the
"Conversion Date"). As promptly as practicable on or after the Conversion Date,
the Company shall issue and deliver to the Trustee a certificate or certificates
for the number of whole shares of Common Stock issuable upon the conversion and
a check or other payment for any fractional share in an amount determined
pursuant to Section 5.3. Such certificate or certificates will be sent by the
Trustee to the Conversion Agent for delivery to the Holder. The Person in whose
name the certificate is registered shall become the stockholder of record on the
Conversion Date and, as of such date, such Person's rights as a Holder with
respect to the converted Note shall cease; provided, however, that, except as
otherwise provided in this Section 5.2, no surrender of a Note on any date when
the stock transfer books of the Company shall be closed shall be effective to
constitute the Person entitled to receive the shares of Common Stock upon such
conversion as the stockholder of record of such shares of Common Stock on such
date, but such surrender shall be effective to constitute the Person entitled to
receive such shares of Common Stock as the stockholder of record thereof for all
purposes at the close of business on the next succeeding day on which such stock
transfer books are open; provided, further, however, that such conversion shall
be at the Conversion Price in effect on the date that such Note shall have been
surrendered for conversion, as if the stock transfer books of the Company had
not been closed.
No payment or adjustment will be made for accrued and unpaid
interest on a converted Note or for dividends or distributions on, attributable
to, shares of Common Stock issued upon conversion of a Note, except that, if any
Holder surrenders a Note for conversion after the close of business on any
Regular Record Date for the payment of an installment of interest and prior to
the opening of business on the next succeeding Interest Payment Date, then,
notwithstanding such conversion, accrued and unpaid interest payable on such
Note on such Interest Payment Date shall be paid on such Interest Payment Date
to the Person who was the Holder of such Note (or one or more predecessor Notes)
at the close of business on such Regular Record Date. In the case of any Note
surrendered for conversion after the close of business on a Regular Record Date
for the payment of an installment of interest and prior to the opening of
business on the next succeeding Interest Payment Date, then, unless such Note
has been called for redemption on a redemption date or is to be repurchased on a
Designated Event Payment Date after such Regular Record Date and prior to such
Interest Payment Date, such Note, when surrendered for conversion, must be
accompanied by payment in an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Note so converted. Holders
of Common Stock issued upon conversion will not be entitled to receive any
dividends payable to holders of Common Stock as of any record time before the
close of business on the Conversion Date.
If a Holder converts more than one Note at the same time, the
number of whole shares of Common Stock issuable upon the conversion shall be
based on the total principal amount of Notes converted.
Upon surrender of a Note that is converted in part, the
Trustee shall authenticate for the Holder a new Note equal in principal amount
to the unconverted portion of the Note surrendered.
Section 5.3. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of a Note. In lieu thereof,
the Company will pay an amount in cash based upon the Daily Market Price of the
Common Stock on the Trading Day prior to the Conversion Date.
Section 5.4. Taxes on Conversion. The issuance of
certificates for shares of Common Stock upon the conversion of any Note shall be
made without charge to the converting Holder for such certificates or for any
tax in respect of the issuance of such certificates, and such certificates shall
be issued in the respective names of, or in such names as may be directed by,
the Holder or Holders of the converted Note; provided, however, that in the
event that certificates for shares of Common Stock are to be issued in a name
other than the name of the Holder of the Note converted, such Note, when
surrendered for conversion, shall be accompanied by an instrument of assignment
or transfer, in form satisfactory to the Company, duly executed by the Holder
thereof or such Holder's duly authorized attorney; and provided, further,
however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificates in a name other than that of the Holder of the converted Note,
and the Company shall not be required to issue or deliver such certificates
unless or until the Person or Persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid or is not applicable.
Section 5.5. Company to Provide Stock. The Company shall at
all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, solely for the purpose of issuance upon
conversion of Notes as herein provided, a sufficient number of shares of Common
Stock to permit the conversion of all outstanding Notes for shares of Common
Stock.
All shares of Common Stock which may be issued upon conversion
of the Notes shall be duly authorized, validly issued, fully paid and
nonassessable when so issued. The Company shall take such action from time to
time as shall be necessary so that par value of the Common Stock shall at all
times be equal to or less than the Conversion Price then in effect.
The Company shall from time to time take all action necessary
so that the Common Stock which may be issued upon conversion of Notes,
immediately upon its issuance will be listed on the principal securities
exchanges, interdealer quotation systems (including the NNM) and markets, if
any, on which other shares of Common Stock are then listed or quoted.
Section 5.6. Adjustment of Conversion Price. The Conversion
Price shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (1) pay a dividend in
shares of Common Stock to holders of Common Stock, (2) make a distribution in
shares of Common Stock to holders of Common Stock, (3) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock or (4)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, the Conversion Price in effect immediately prior to such action
shall be adjusted so that the Holder of any Note thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock
which such Holder would have owned immediately following such action had such
Notes been converted immediately prior thereto. Any adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination. In the
event such dividend or distribution is not paid or made, or such subdivision or
combination is not effected, the Conversion Price shall be adjusted immediately
to be the Conversion Price which would then be in effect if such dividend,
distribution, subdivision or combination had not occurred.
(b) In case the Company shall issue rights or warrants to
all holders of Common Stock entitling them to subscribe for or purchase shares
of Common Stock (or securities convertible into Common Stock) at a price per
share (or having a conversion price per share) less than the Current Market
Price per share (as determined pursuant to subsection (f) below) of the Common
Stock on the record date for determining the holders of the Common Stock
entitled to receive such rights or warrants, the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
as of the close of business on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock so offered for subscription or purchase (or the aggregate
conversion price of the convertible securities so offered) would purchase at
such Current Market Price, and of which the denominator shall be the number of
shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock so offered for subscription or purchase (or
into which the convertible securities so offered are convertible). Such
adjustments shall become effective immediately after such record date. For the
purposes of this subsection (b), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of such Common Stock. The Company shall not issue
any rights, options or warrants in respect of shares of Common Stock held in the
treasury of the Company.
(c) In case the Company shall distribute to all holders
of Common Stock shares of Capital Stock of the Company (other than Common
Stock), evidences of indebtedness, cash, rights or warrants entitling the
holders thereof to subscribe for or purchase securities (other than rights or
warrants described in subsection (b) above) or other assets (including
securities of Persons other than the Company but excluding (i) dividends or
distributions paid exclusively in cash, (ii) dividends and distributions
described in subsection (a) above and (iii) distributions in connection with the
consolidation, merger or transfer of assets covered by Section 5.13), then in
each such case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the record date for the determination of the holders of
Common Stock entitled to receive such distribution by a fraction of which the
numerator shall be the Current Market Price (determined as provided in
subsection (f) below) of the Common Stock on such record date less the fair
market value on such record date (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and
described in a Board Resolution delivered to the Trustee) of the portion of the
evidences of indebtedness, shares of Capital Stock, cash, rights, warrants or
other assets so distributed applicable to one share of Common Stock (determined
on the basis of the number of shares of the Common Stock outstanding on the
record date), and of which the denominator shall be such Current Market Price of
the Common Stock. Such adjustment shall become effective immediately after the
record date for the determination of the holders of Common Stock entitled to
receive such distribution. In the event such distribution is not paid or made,
the Conversion Price shall be adjusted immediately to be the Conversion Price
which would then be in effect if such distribution had not occurred.
Notwithstanding the foregoing, in case the Company shall distribute rights or
warrants to subscribe for additional shares of the Company's Capital Stock
(other than rights or warrants referred to in subsection (b) above) ("Rights")
to all holders of Common Stock, the Company may, in lieu of making any
adjustment pursuant to the foregoing provisions of this Section 5.6(c), make
proper provision so that each Holder of a Note who converts such Note (or any
portion thereof) after the record date for such distribution and prior to the
expiration or redemption of the Rights shall be entitled to receive upon such
conversion, in addition to the shares of Common Stock issuable upon such
conversion (the "Conversion Shares"), a number of Rights to be determined as
follows: (i) if such conversion occurs on or prior to the date for the
distribution to the holders of Rights of separate certificates evidencing such
Rights (the "Distribution Date"), the same number of Rights to which a holder of
a number of shares of Common Stock equal to the number of Conversion Shares is
entitled at the time of such conversion in accordance with the terms and
provisions of the Rights; and (ii) if such conversion occurs after the
Distribution Date, the same number of Rights to which a holder of the number of
shares of Common Stock into which the principal amount of the Note so converted
was convertible immediately prior to the Distribution Date would have been
entitled on the Distribution Date in accordance with the terms and provisions of
the Rights.
(d) In case the Company shall, by dividend or otherwise,
at any time make a distribution to all holders of its Common Stock exclusively
in cash (including any distributions of cash out of current or retained earnings
of the Company but excluding any cash that is distributed as part of a
distribution requiring a Conversion Price adjustment pursuant to paragraph (c)
of this Section) in an aggregate amount that, together with the sum of (x) the
aggregate amount of any other distributions made exclusively in cash to all
holders of Common Stock within the 12 months preceding the date fixed for
determining the stockholders entitled to such distribution (the "Distribution
Record Date") and in respect of which no Conversion Price adjustment pursuant to
paragraph (c) or (e) of this Section or this paragraph (d) has been made plus
(y) the aggregate amount of all Excess Payments in respect of any tender offers
or other negotiated transactions by the Company or any of its Subsidiaries for
Common Stock concluded within the 12 months preceding the Distribution Record
Date and in respect of which no Conversion Price adjustment pursuant to
paragraphs (c) or (e) of this Section or this paragraph (d) has been made,
exceeds 15% of the product of the Current Market Price per share (determined as
provided in paragraph (f) of this Section) of the Common Stock on the
Distribution Record Date multiplied by the number of shares of Common Stock
outstanding on the Distribution Record Date (excluding shares held in the
treasury of the Company), the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying such Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price reduction
contemplated by this paragraph (d) by a fraction of which the numerator shall be
the Current Market Price per share (determined as provided in paragraph (f) of
this Section) of the Common Stock on the Distribution Record Date less the sum
of the aggregate amount of cash and the aggregate Excess Payments so distributed
or paid within such 12 month period (including, without limitation, the
distribution in respect of which such adjustment is being made) applicable to
one share of Common Stock (which shall be determined by dividing the sum of the
aggregate amount of cash and the aggregate Excess Payments so distributed or
paid within such 12 months (including, without limitation, the distribution in
respect of which such adjustment is being made) by the number of shares of
Common Stock outstanding on the Distribution Record Date) and the denominator
shall be such Current Market Price per share (determined as provided in
paragraph (f) of this Section) of the Common Stock on the Distribution Record
Date, such reduction to become effective immediately prior to the opening of
business on the day following the Distribution Record Date. In the event such
distribution is not paid or made, the Conversion Price shall be adjusted
immediately to be the Conversion Price which would then be in effect if such
distribution had not occurred.
(e) In case a tender offer or other negotiated
transaction made by the Company or any Subsidiary of the Company for all or any
portion of the Common Stock shall be consummated, if an Excess Payment is made
in respect of such tender offer or other negotiated transaction and the
aggregate amount of such Excess Payment, together with the sum of (x) the
aggregate amount of any distributions, by dividend or otherwise, to all holders
of the Common Stock made in cash (including any distributions of cash out of
current or retained earnings of the Company, but excluding any cash that is
distributed as part of a distribution requiring a Conversion Price adjustment
pursuant to paragraph (c) of this Section) within the 12 months preceding the
date of payment of such current negotiated transaction consideration or
expiration of such current tender offer, as the case may be (the "Purchase
Date"), and as to which no adjustment in the Conversion Price pursuant to
paragraph (c) or paragraph (d) of this Section or this paragraph (e) has been
made plus (y) the aggregate amount of all Excess Payments in respect of any
other tender offers or other negotiated transactions by the Company or any of
its Subsidiaries for Common Stock concluded within the 12 months preceding the
Purchase Date and in respect of which no adjustment in the Conversion Price
pursuant to paragraph (c) or (d) of this Section or this paragraph (e) has been
made, exceeds 15% of the product of the Current Market Price per share
(determined as provided in paragraph (f) of this Section) of the Common Stock on
the Purchase Date multiplied by the number of shares of Common Stock outstanding
on the Purchase Date (including any tendered shares but excluding any shares
held in the treasury of the Company), the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying such Conversion
Price in effect immediately prior to the effectiveness of the Conversion Price
reduction contemplated by this paragraph (e) by a fraction of which the
numerator shall be the Current Market Price per share (determined as provided in
paragraph (f) of this Section) of the Common Stock on the Purchase Date less the
sum of the aggregate amount of cash and the aggregate Excess Payments so
distributed or paid within such 12 month period (including, without limitation,
the Excess Payment in respect of which such adjustment is being made) applicable
to one share of Common Stock (which shall be determined by dividing the sum of
the aggregate amount of cash and the aggregate Excess Payments so distributed or
paid within such 12 months (including, without limitation, the Excess Payment in
respect of which such adjustment is being made) by the number of shares of
Common Stock outstanding on the Purchase Date and the denominator shall be such
Current Market Price per share (determined as provided in paragraph (f) of this
Section) of the Common Stock on the Purchase Date, such reduction to become
effective immediately prior to the opening of business on the day following the
Purchase Date.
(f) The "Current Market Price" per share of Common Stock
on any date shall be deemed to be the average of the Daily Market Prices for the
shorter of (i) 30 consecutive Business Days ending on the last full Trading Day
on the exchange or market referred to in determining such Daily Market Prices
prior to the time of determination or (ii) the period commencing on the date
next succeeding the first public announcement of the issuance of such rights or
such warrants or such other distribution or such tender offer or other
negotiated transaction through such last full Trading Day on the exchange or
market referred to in determining such Daily Market Prices prior to the time of
determination.
"Excess Payment" means the excess of (A) the aggregate of the
cash and fair market value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive evidence of such fair market
value and described in a Board Resolution delivered to the Trustee) of other
consideration paid by the Company or any of its Subsidiaries with respect to the
shares of Common Stock acquired in a tender offer or other negotiated
transaction over (B) the Daily Market Price on the Trading Day immediately
following the completion of the tender offer or other negotiated transaction
multiplied by the number of acquired shares of Common Stock.
In any case in which this Section 5.6 shall require that an
adjustment be made immediately following a record date for an event, the Company
may elect to defer, until such event, issuing to the Holder of any Note
converted after such record date the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion over and above the shares of
Common Stock and other Capital Stock of the Company issuable upon such
conversion on the basis of the Conversion Price prior to adjustment; and, in
lieu of the shares the issuance of which is so deferred, the Company shall issue
or cause its transfer agents to issue due bills or other appropriate evidence of
the right to receive such shares.
Section 5.7. No Adjustment. No adjustment in the Conversion
Price shall be required until cumulative adjustments amount to 1% or more of the
Conversion Price as last adjusted; provided, however, that any adjustments which
by reason of this Section 5.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article V shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. No adjustment need be made for
rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest. No adjustment need be made for a change in the par value,
a change from par value to no par value, or a change from no par value to par
value of the Common Stock.
Section 5.8. Other Adjustments. In the event that, as a
result of an adjustment made pursuant to Section 5.6 above, the Holder of any
Note thereafter surrendered for conversion shall become entitled to receive any
shares of Capital Stock of the Company other than shares of its Common Stock,
thereafter the Conversion Price of such other shares so receivable upon
conversion of any Notes shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Article V.
In the event that any shares of Common Stock (or securities
convertible into Common Stock) issuable upon exercise of any of the rights,
options or warrants referred to in Section 5.6(b) and Section 5.6(c) hereof are
not delivered prior to the expiration of such rights, options, or warrants, the
Conversion Price shall be readjusted to the Conversion Price which would
otherwise have been in effect had the adjustment made upon the issuance of such
rights, options or warrants been made on the basis of delivery of only the
number of such rights, options and warrants which were actually exercised.
Section 5.9. Adjustments for Tax Purposes. The Company may,
at its option, make such reductions in the Conversion Price, in addition to
those required by Section 5.6 above, as the Board of Directors deems advisable
to avoid or diminish any income tax to holders of Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for federal income tax purposes.
Section 5.10. Adjustments by the Company. The Company from
time to time may, to the extent permitted by law, reduce the Conversion Price by
any amount for any period of at least 20 days, in which case the Company shall
give at least 15 days' notice of such reduction in accordance with Section 5.11,
if the Board of Directors has made a determination that such reduction would be
in the best interests of the Company, which determination shall be conclusive.
Section 5.11. Notice of Adjustment. Whenever the Conversion
Price is adjusted, the Company shall promptly mail to Holders at the addresses
appearing on the Registrar's books a notice of the adjustment and file with the
Trustee an Officers' Certificate briefly stating the facts requiring the
adjustment and the manner of computing it.
Section 5.12. Notice of Certain Transactions. In the event
that:
(a) the Company takes any action which would require an
adjustment in the Conversion Price;
(b) the Company takes any action that would require a
supplemental indenture pursuant to Section 5.13; or
(c) there is a dissolution or liquidation of the Company;
the Company shall mail to Holders at the addresses appearing on the Registrar's
books and the Trustee a notice stating the proposed record or effective date, as
the case may be. The Company shall mail the notice at least 15 days before such
date; however, failure to mail such notice or any defect therein shall not
affect the validity of any transaction referred to in clause (a), (b) or (c) of
this Section 5.12.
Section 5.13. Effect of Reclassifications, Consolidations,
Mergers, Continuances or Sales on Conversion Privilege. If any of the following
shall occur, namely: (i) any reclassification or change of outstanding shares of
Common Stock issuable upon conversion of Notes (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination), (ii) any consolidation or merger
to which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in name, or par value, or from par value to no par
value, or from no par value to par value or as a result of a subdivision or
combination) in, outstanding shares of Common Stock, (iii) any continuance in a
new jurisdiction which results in a reclassification of, or change (other than a
change in name, or par value, or from par value to no par value, or from no par
value to par value) in, outstanding shares of Common Stock, or (iv) any sale or
conveyance of all or substantially all of the property of the Company
(determined on a consolidated basis), then the Company, or such successor or
purchasing corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, continuance, sale or
conveyance, execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee providing that the Holder of each Note
then outstanding shall have the right to convert such Note into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, consolidation, merger,
continuance, sale or conveyance by a holder of the number of shares of Common
Stock deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, continuance, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article V. The
foregoing, however, shall not in any way affect the right a Holder of a Note may
otherwise have, pursuant to clause (ii) of the last sentence of subsection (c)
of Section 5.6, to receive Rights upon conversion of a Note. If, in the case of
any such consolidation, merger, continuance, sale or conveyance, the stock or
other securities and property (including cash) receivable thereupon by a holder
of Common Stock includes shares of stock or other securities and property of a
corporation or other business entity other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, continuance,
sale or conveyance, then such supplemental indenture shall also be executed by
such other corporation or other business entity and shall contain such
additional provisions to protect the interests of the Holders of the Notes as
the Board of Directors of the Company shall reasonably consider necessary by
reason of the foregoing. The provision of this Section 5.13 shall similarly
apply to successive consolidations, mergers, continuances, sales or conveyances.
In the event the Company shall execute a supplemental
indenture pursuant to this Section 5.13, the Company shall promptly file with
the Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, continuance, sale or
conveyance and any adjustment to be made with respect thereto and (y) an Opinion
of Counsel stating that all conditions precedent relating to such transaction
have been complied with, and shall promptly mail notice thereof to all Holders.
Section 5.14. Trustee's Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article V should be made, how it
should be made or what such adjustment should be or whether a supplemental
indenture is required by this Article V, but may accept as conclusive evidence
of the correctness of any such adjustment, and shall be protected in relying
upon, the Officers' Certificate with respect thereto which the Company is
obligated to file with the Trustee pursuant to Section 5.11. The Trustee makes
no representation as to the validity or value of any securities or assets issued
upon conversion of Notes, and the Trustee shall not be responsible for the
Company's failure to comply with any provisions of this Article V.
The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 5.13, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.13.
Section 5.15. Cancellation of Converted Notes. All Notes
delivered for conversion shall be delivered to the Trustee to be canceled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 311 of the Base Indenture.
Section 5.16. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to Holders a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default relating to
the failure to pay any principal of or premium, if any, interest on any Note,
the Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Holders.
Section 5.17. Reports by Trustee to Holders. Within 60 days
after the reporting date stated in Section 702 of the Base Indenture, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) if and to the extent required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).
A copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange on which the Notes
are listed. The Company shall notify the Trustee when the Notes are listed on
any stock exchange and of any delisting thereof.
Section 5.18. Additional Covenant of the Company. All shares
of Common Stock delivered upon conversion of the Notes shall be newly issued
shares or treasury shares, shall be duly authorized, validly issued, fully paid
and nonassessable and shall be free from preemptive rights and free of any lien
or adverse claim and shall be listed or quoted on each national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is then listed or quoted.
Article 6
SUBORDINATION
Section 6.1. Notes Subordinate to Senior Indebtedness. The
Company covenants and agrees, and each Holder of a Note, by such Holder's
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article Fifteen of the Base Indenture the indebtedness
represented by the Notes is hereby expressly made subordinate and subject in
right of payment to all Senior Indebtedness.
Article 7
MISCELLANEOUS
Section 7.1. Notices. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:
if to the Company:
SCI Systems, Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
Telephone No. (256) 882-4800
Facsimile No. (256) 882-4466
Attention: President
with a copy to:
SCI Systems, Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
Attention: Corporate Counsel
if to the Trustee:
Bank One Trust Company, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126
Telephone No. (312) 407-5483
Facsimile No. (312) 407-1708
Attention: Diane Swanson, Global Corporate Trust Services
Division
The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.
Any notice or communication given to a Holder of the Notes
shall be mailed to the Holder of the Notes, by first-class mail, postage
prepaid, at the Holder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed in this Indenture.
Failure to mail a notice or communication to a Holder of the
Notes or any defect in it shall not affect its sufficiency with respect to other
Holders of the Notes. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not received by the addressee.
If the Company mails a notice or communication to the Holders
of the Notes, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.
Section 7.2. Communication by Holders with Other Holders.
Holders of the Notes may communicate pursuant to TIA Section 312(b) with other
Holders of the Notes with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion
Agent and anyone else shall have the protection of TIA Section 312(c).
Section 7.3. Separability Clause. In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 7.4. Rules by Trustee, Paying Agent, Conversion
Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Holders of the Notes. The Registrar, Conversion Agent and the Paying
Agent may make reasonable rules for their functions.
Section 7.5. GOVERNING LAW. THIS INDENTURE AND THE NOTES
SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Section 7.6. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Note, each Holder of the Notes shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Notes.
Section 7.7. Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.
Section 7.8. Multiple Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Supplemental Indenture.
<PAGE>
IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this Supplemental Indenture on behalf of the respective parties
hereto as of the date first above written.
SCI SYSTEMS, INC.
By _________________________
Name:
Title:
Attest:
_________________________
Name:
Title:
[SEAL]
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
By _________________________
Name:
Title:
Attest:
_________________________
Name:
Title:
[SEAL]
<PAGE>
EXHIBIT A
[FORM OF FACE OF GLOBAL NOTE]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK 10041) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.
SCI SYSTEMS, INC.
3% Convertible Subordinated Note due 2007
No. R- CUSIP: 783 890 AF3
Issue Date: March 15, 2000 Aggregate Principal Amount $
SCI SYSTEMS, INC., a Delaware corporation, promises to pay to
_______ or registered assigns, the principal amount of ________ Dollars
($_________) on March 15, 2007.
Interest Payment Dates: March 15 and September 15, commencing September 15,
2000.
Record Dates: March 1 and September 1.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof which further provisions shall for all
purposes have the same effect as if set forth at this place.
[Signature Page Follows]
F-1
<PAGE>
IN WITNESS WHEREOF, SCI Systems, Inc. has caused this Note to
be signed manually or by facsimile by its duly authorized officers and its
corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon.
Dated: SCI SYSTEMS, INC.
[SEAL] By _________________________
Title:
Attest:
_________________________
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee
By _____________________________
Authorized Signatory
Dated:__________________________
F-2
<PAGE>
[FORM OF REVERSE SIDE OF NOTES]
3% Convertible Subordinated Note Due 2007
1. Interest. SCI Systems, Inc., a Delaware corporation (the
"Company"), is the issuer of the 3% Convertible Subordinated Notes due 2007 (the
"Notes"), of which this Note is a part. The Company promises to pay interest on
the Notes in cash semiannually on each March 15 and September 15, commencing on
September 15, 2000, to holders of record at the close of business on the
immediately preceding March 1 or September 1, as the case may be.
Interest on the Notes will accrue from the most recent date to
which interest has been paid, or if no interest has been paid, from March 15,
2000. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal of and premium, if any, interest, on the Notes (in each case without
regard to any applicable grace period) at the rate set forth on the face hereof,
compounded semi-annually.
2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are Holders of the Notes at
the close of business on the record date for the applicable interest payment
date even though Notes are canceled after the record date and on or before the
interest payment date. The Holder hereof must surrender Notes to a Paying Agent
to collect principal payments. The Company will pay principal, premium, if any,
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
interest by check payable in such money. It may mail an interest check to a
Holder's registered address.
3. Paying Agent and Registrar. The Trustee will act as Paying
Agent, Registrar and Conversion Agent. The Company may change any Paying Agent,
Registrar, or Conversion Agent without prior notice.
4. Indenture. The Company issued the Notes under an Indenture
dated as of March 15, 2000 (the "Base Indenture"), between the Company and the
Trustee and the Supplemental Indenture No. 1 thereto dated as of March 15, 2000
(the "Supplemental Indenture" and, together with the Base Indenture, the
"Indenture"), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Holders of the Notes are referred to the Indenture and the TIA
for a statement of those terms.
The Notes are subordinated and unsecured obligations of the
Company limited to $575,000,000 aggregate principal amount.
The defeasance provisions described in Article Fourteen of the
Base Indenture will not apply to the Notes.
5. Optional Redemption. The Notes are not redeemable at the
Company's option prior to March 20, 2003. On such date and thereafter, the Notes
will be subject to redemption at the option of the Company, in whole or from
time to time in part (in any integral multiple of $1,000), at the following
redemption prices (expressed as percentages of the principal amount), if
redeemed during the 12-month period beginning March 15 of the years indicated
(or March 20 in the case of 2003):
<TABLE>
<S> <C> <C>
Year Redemption Price
2003 101.71%
2004 101.29%
2005 100.86%
2006 100.43%
</TABLE>
in each case together with accrued interest to (but excluding) the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the corresponding interest payment date). On or after
the redemption date, interest will cease to accrue on the Notes, or portions
thereof, called for redemption unless the Company shall default in the payment
of the redemption price and accrued interest payable on the redemption date on
the Notes to be redeemed.
6. Notice of Redemption. Notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder of the Notes to be redeemed at such Holder's address of record. Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. In the event of a redemption of less than all of the Notes,
the Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. Unless the Company defaults in making such redemption payment
(including accrued interest), or a Paying Agent is prohibited from making such
payment pursuant to the Indenture, by law or otherwise, interest cease to accrue
on the Notes or portions of them called for redemption on and after the
redemption date.
If this Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest will be paid to the Person in
whose name this Note is registered at the close of business on such record date.
7. Mandatory Redemption. The provisions of Article Twelve of
the Base Indenture regarding mandatory redemption pursuant to a sinking fund
will not apply to the Notes.
8. Repurchase at Option of Holder. If there is a Designated
Event, the Company shall be required to offer to purchase on the Designated
Event Payment Date all outstanding Notes at a purchase price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest to the Designated
Event Payment Date; provided that, on the terms and subject to the conditions
set forth in the Indenture, the Company shall not be required to offer to
purchase the Notes as aforesaid if the Company has given notice of redemption of
all of the outstanding Notes to Holders in accordance with the Indenture. If
there is a Designated Event, the Company shall mail a Designated Event Offer to
Holder of Notes prior to any related Designated Event Payment Date. Holders of
Notes that are subject to an offer to purchase may elect to have such Notes or
portions thereof in authorized denominations purchased by completing the form
entitled "Option of Holder To Elect Purchase" appearing below. Holders have the
right to withdraw their election by delivering a written notice of withdrawal to
the Company or the Paying Agent in accordance with the terms of the Indenture.
9. Subordination. The payment of the principal of, premium, if
any, on, interest on and any other amounts due on the Notes is subordinated in
right of payment to all existing and future Senior Indebtedness of the Company,
as described in the Indenture. Each Holder, by accepting a Note, agrees to such
subordination and authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and appoints the Trustee as its attorney-in-fact for such purpose.
10. Conversion. The Holder of any Note has the right,
exercisable at any time prior to the close of business on the Business Day
immediately preceding the final maturity date of the Note, to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$1,000) into shares of Common Stock at the initial Conversion Price of $56.23
per share, subject to adjustment under certain circumstances as provided in the
Indenture, except that if a Note is called for redemption, the conversion right
will terminate at the close of business on the Business Day immediately
preceding the date fixed for redemption (unless the Company shall default in
making the redemption payment, including interest when it becomes due, in which
case the conversion right shall terminate at the close of business on the date
on which such default is cured).
Beneficial owners of interests in the Global Securities may
exercise their right of conversion by delivering to the Depository the
appropriate instructions for conversion pursuant to the Depository's procedures.
Upon conversion, no adjustment or payment will be made for accrued and unpaid
interest on the Notes so converted or for dividends or distributions on,
attributable to, any Common Stock issued on conversion of the Notes, except
that, if any Holder surrenders a Note for conversion after the close of business
on a record date for the payment of interest and prior to the opening of
business on the next interest payment date, then, notwithstanding such
conversion, the interest payable on such interest payment date will be paid on
such interest payment date to the Person who was the Holder of such Note on such
record date. Any Notes surrendered for conversion during the period after the
close of business on any record date for the payment of interest and before the
opening of business on the next succeeding interest payment date (except Notes
called for redemption on a redemption date or to be repurchased on a Designated
Event Payment Date during such period) must be accompanied by payment in an
amount equal to the interest payable on such interest payment date on the
principal amount of Notes so converted. The number of shares of Common Stock
issuable upon conversion of a Note is determined by dividing the principal
amount of the Note converted by the Conversion Price in effect on the Conversion
Date. No fractional shares will be issued upon conversion but a cash adjustment
will be made for any fractional interest.
A Note in respect of which a Holder has delivered an "Option
of Holder to Elect Purchase" form appearing below exercising the option of such
Holder to require the Company to purchase such Note may be converted only if the
notice of exercise is withdrawn as provided above and in accordance with the
terms of the Indenture. The above description of conversion of the Notes is
qualified by reference to, and is subject in its entirety to, the more complete
description thereof contained in the Indenture.
11. Denominations, Transfer, Exchange and Replacement. The
Notes are in registered form, without coupons, in denominations of $1,000 and
integral multiples of $1,000. The transfer of Notes may be registered, and Notes
may be exchanged, as provided in the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not exchange or register the transfer of any Note
or portion of a Note selected for redemption (except the unredeemed portion of
any Note being redeemed in part). Also, it need not exchange or register the
transfer of any Note for a period beginning at the opening of business 15 days
before the day of selection of Notes to be redeemed and ending at the close of
business on the day of mailing the notice of such redemption. Replacement Notes
for lost, stolen or mutilated Notes may be issued in accordance with the terms
of the Indenture.
12. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.
13. Unclaimed Money. If money for the payment of principal of
or premium, if any, interest on Notes remains unclaimed for two years, the
Trustee and the Paying Agent shall pay the money back to the Company at its
written request. After that, Holders of Notes entitled to the money must look to
the Company for payment, unless an abandoned property law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.
14. Defaults and Remedies. The Notes shall have the Events of
Default as set forth in Section 501 of the Base Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee, by notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes, by notice to the
Company and the Trustee, may declare all the Notes to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all unpaid principal, premium, if any, and
accrued and unpaid interest on the Notes shall become due and payable
immediately without further action or notice.
The Holders of a majority in principal amount of the Notes
then outstanding by written notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal, premium, if any, and interest that has become due
solely because of the acceleration. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes issued
under the Indenture may direct the Trustee in its exercise of any trust or
power. The Company must furnish compliance certificates to the Trustee annually.
The above description of Events of Default and remedies is qualified by
reference to, and subject in its entirety to, the more complete description
thereof contained in the Indenture.
15. Amendments, Supplements and Waivers. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with a tender offer or exchange
offer for Notes). Without the consent of any Holder, the Indenture or the Notes
may be amended, among other things, to cure any ambiguity, defect or
inconsistency, to provide for assumption by a successor of the Company's
obligations to Holders, to make any change that does not adversely affect the
rights of any Holder, to qualify the Indenture under the TIA, or to comply with
the requirements of the Commission in order to maintain the qualification of the
Indenture under the TIA.
16. Trustee Dealings with the Company. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of the Notes
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have, as if it were not Trustee, subject to certain
limitations provided for in the Indenture and in the TIA. Any Paying agent,
Transfer Agent or Conversion Agent may do the same with like rights.
17. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder, by accepting a Note, waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.
18. Governing Law; Indenture to Control. THE INTERNAL LAWS OF
THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE SECURITIES WITHOUT
REGARD, TO THE EXTENT PERMITTED BY LAW, TO CONFLICT OF LAW PROVISIONS THEREOF.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECURITY ON THE ONE
HAND AND THE INDENTURE, ON THE OTHER HAND, THE PROVISIONS OF THE INDENTURE SHALL
CONTROL.
19. Authentication. The Notes shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an authenticating agent.
20. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (for tenants in common), TEN
ENT (for tenants by the entireties), JT TEN (for joint tenants with right of
survivorship and not as tenants in common), CUST (for Custodian), and U/G/M/A
(for Uniform Gifts to Minors Act).
21. Definitions. Capitalized terms not defined in this Note
have the meanings given to them in the Indenture.
<PAGE>
The Company will furnish to any Holder of the Notes upon
written request and without charge a copy of the Indenture. Request may be made
to:
SCI Systems, Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
Attention: Corporate Counsel
<PAGE>
<TABLE>
<S> <C>
ASSIGNMENT FORM CONVERSION NOTICE
To assign this Note, fill form below: To convert this Note into the Common Stock of the
Company, check the box:
I or we assign and transfer this Note to: ----
: :
- ---------------------------------- ----
: :
- ---------------------------------- To convert only part of this Note, state the principal
amount to be converted (which must be $1,000 or an
(Insert assignee's Soc. Sec. or tax ID no.) integral multiple of $1,000):
- --------------------------------- --------------------------------
:$ :
- --------------------------------- --------------------------------
- ---------------------------------
If you want the stock certificate made out in another
_________________________________ person's name, fill in the form below:
(Print or type assignee's
Name, address and zip code and soc. sec. Or tax ID no.) --------------------------------
: :
irrevocably appoint --------------------------------
_____________________ agent
to transfer this Note on the books
of the Company.
The agent may substitute another to act for him.
______________________________________
______________________________________
______________________________________
______________________________________
(Print or type other person's name, address and zip code)
- --------------------------------------------------------------------------------------------------------------------
Date: ___________________
Your signature:
_________________________
- ------------------------------------------------------------ ---------------------------------------------------------
(Sign exactly as your name appears on the other side of this Note)
</TABLE>
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you elect to have this Note or a portion thereof repurchased by the
Company pursuant to Section 4.4 of the Supplemental Indenture, check the box:
If the purchase is in part, indicate the portion ($1,000 or any
integral multiple thereof) to be purchased: ____________
Your Signature:______________________________________
(Sign exactly as your name appears on
the other side of this Note)
Date: ____________
Medallion Signature Guarantee: _______________________
