Form of Face of Security. A legend in substantially the following form shall appear on the face of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Samples: Indenture (Boss Investment LLC), Indenture (Building One Services Corp)

Form of Face of Security. ~~A legend in substantially~~ [If the ~~following form shall appear on the face of each~~ Security ~~(unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933~~is an Original Issue Discount Security, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE insert-FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT,~~ THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE ~~DATE~~DATE IS . . . . . ., ~~AND~~ 20. . . [AND] [,] THE YIELD TO ~~MATURITY~~MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder]. [If a Global Security,-insert legend required by Section 204 of the Indenture] [If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert - UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] XXXXXXXXXXX INTERNATIONAL, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE [TITLE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYSECURITY] No . ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ . . . . . . U.S. $. . . . . . [CUSIP No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.]

Appears in 1 contract

Samples: Indenture (Weatherford International Inc /New/)

Form of Face of Security. ~~A legend in substantially~~ [If the ~~following form shall appear on~~ Security is an Original Issue Discount Security and is not “publicly offered” within the ~~face~~ meaning of ~~each Security (unless otherwise permitted by the provisions of~~ Treasury Regulations Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"1.1275-1(h), ~~AS DEFINED IN SECTION 1273 OF THE~~ insert—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE~~ THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE ~~PRICE OF THIS DEBT INSTRUMENT~~DISCOUNT, THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS [ % OF ITS PRINCIPAL AMOUNT] [$ PER $1,000 OF PRINCIPAL AMOUNT], THE ISSUE DATE IS , 20 AND, THE YIELD TO MATURITY IS , COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD]. [In the alternative instead of providing such legend, insert the following legend—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND [THE NAME OR TITLE AND ADDRESS OR TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, ~~AND~~ THE YIELD TO ~~MATURITY~~MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY REGULATIONS.] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert —UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 .] No U.S. $ [CUSIP No. ~~________ $___________ BUILDING ONE SERVICES CORPORATION~~] Xxxxxxx Production Partners LP, a ~~corporation~~ limited partnership duly organized and existing under the laws of the State of Delaware (herein called the ~~"Company",~~ “Partnership,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~__________________________~~, or registered assigns, ~~upon presentment and surrender hereof,~~ the principal sum of ~~________________~~ United States Dollars on ~~_______~~[If the Security is to bear interest prior to Maturity, ~~2012~~insert—, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semi-annually on ~~February 1, May 1, August 1~~ and ~~November 1,~~ in each year, commencing ~~August 1~~, ~~1999~~ at the rate of ~~7 1/2~~% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)annum, until the principal hereof is paid or made available for ~~payment~~payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ or ~~January 15~~ (regardless of whether ~~or not~~ a Business Day), as the case may be, next preceding such Interest Payment Date. ~~On any~~ Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest ~~Payment Date occurring on or~~ to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay~~ requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to ~~the fifth anniversary~~ Maturity, insert—The principal of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid ~~in cash.~~ on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, ~~and~~ insert—any such] interest on this Security ~~payable~~ will be made by transfer of immediately available funds to a bank account in ~~cash~~ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the ~~Company~~ Partnership maintained for that purpose ~~pursuant to Section 1002 of the Indenture~~in , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in , or at such other offices or agencies as the Partnership may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the ~~Company payment of interest in cash may be made~~ Partnership by [United States Dollar] [state other currency] check mailed to the ~~address~~ addresses of the ~~Person~~ Persons entitled thereto as such ~~address~~ addresses shall appear in the Security Register~~. Upon~~ ] [or by transfer to a ~~conversion~~ [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of ~~this Security or upon a repurchase~~ New York [state other Place of ~~this Security upon a Change of Control,~~ Payment] (so long as the ~~Holder shall be paid additional interest equal~~ applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the ~~Special~~ applicable Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Payment Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. )].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Sanchez Production Partners LP)

Form of Face of Security. A The form of the face of any Initial Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, and except to the extent otherwise provided in Section 307(b) hereof, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, OR ~~SOLD EXCEPT~~ (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 501(A)(1),(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES - 39 - FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS ~~SET FORTH IN~~ USED HEREIN, THE ~~INDENTURE DATED AS OF APRIL 30, 1999~~TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. ~~THIS~~ [LEGEND IF SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A ~~legend in substantially the following form shall appear on the face of each Global Security:~~ GLOBAL SECURITY] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THIS INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED - 40 - BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT~~ [LEGEND IF SECURITY IS ~~EXCHANGED~~ A REGULATION S GLOBAL SECURITY] THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN ~~WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM,~~ THIS REGULATION S GLOBAL SECURITY MAY NOT BE ~~TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY~~ OFFERED OR SOLD TO A ~~NOMINEE~~ U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF THE ~~DEPOSITARY~~ RESTRICTED PERIOD (AS DEFINED IN THIS INDENTURE), AND NO TRANSFER OR BY EXCHANGE OF AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN A ~~NOMINEE~~ RULE 144A GLOBAL SECURITY UNTIL AFTER THE TERMINATION OF THE ~~DEPOSITARY TO~~ RESTRICTED PERIOD OR AS OTHERWISE PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE. - 41 - THE ~~DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY~~XXXX XXXXX GROUP (PJC) INC. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.------------------

Appears in 1 contract

Samples: Exhibit (Brooks Pharmacy, Inc.)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ~~1933, AS AMENDED,~~ 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~XX-XXX STORES, ~~THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS~~ INC. __________________ 10 3/8% SENIOR SUBORDINATED NOTE DUE 2007, SERIES A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYCUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ ______________ No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~Xx-Xxx Stores, a Inc., an Ohio corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~__________________________,~~ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ~~________________ Dollars~~ United States dollars on ~~_______~~May 1, ~~2012~~2007, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ May 5, 1999, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1,~~ May ~~1, August~~ 1 and November 1, 1 in each year, commencing ~~August~~ November 1, 1999 at the rate of ~~7 1/2~~10 3/8% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, dated May 5, 1999, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for ~~payment~~10 3/8% Senior Subordinated Notes due 2007, Series B and related guarantees (herein called the "Series B Securities") in like principal amount as provided therein. In addition, the Company and the Guarantors have agreed to use their best efforts to register the Securities for resale under the Securities Act through a Shelf Registration Statement in the event that the Exchange Offer is not consummated within 150 calendar days after the original issue of the Securities or under certain other circumstances. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank PARI PASSU in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 45th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities, (d) a Shelf Registration Statement required to be filed is not declared effective on or prior to the later of 150 days after the original issue of the Securities or 45 days after the Shelf Registration Statement is requested, if applicable, or (e) the Shelf Registration Statement is declared effective but shall thereafter become unusable for more than 30 days in the aggregate (each such event referred to in clauses (a) through (e) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased by one-quarter of one percent per annum upon the occurrence of any Registration Default, which rate (as increased as aforesaid) will increase by an additional one-quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Immediately following the cure of a Registration Default the accrual of additional interest with respect to that particular Registration Default will cease. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the April ~~15, July 15,~~ 15th or October ~~15 or January 15~~ 15th (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Securities) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be a corporate trust office of an affiliate of the ~~Indenture~~Trustee, Xxxxxx Trust Company of New York, located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10005), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; ~~provided~~PROVIDED, ~~however~~HOWEVER, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Fourteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Fca of Ohio Inc)

Form of Face of Security. ~~A legend in substantially~~ [If the ~~following form shall appear on~~ Security is an Original Issue Discount Security and is not “publicly offered” within the ~~face~~ meaning of ~~each Security (unless otherwise permitted by the provisions of~~ Treasury Regulations Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"1.1275-1(h), ~~AS DEFINED IN SECTION 1273 OF THE~~ insert—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE~~ THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE ~~PRICE OF THIS DEBT INSTRUMENT~~DISCOUNT, THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS [ % OF ITS PRINCIPAL AMOUNT] [$ PER $1,000 OF PRINCIPAL AMOUNT], THE ISSUE DATE IS , 20 AND, THE YIELD TO MATURITY IS , COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD]. [In the alternative instead of providing such legend, insert the following legend—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND [THE NAME OR TITLE AND ADDRESS OR TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, ~~AND~~ THE YIELD TO ~~MATURITY~~MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY REGULATIONS.] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert — UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 .] No U.S. $ [CUSIP No. ~~________ $___________ BUILDING ONE SERVICES CORPORATION~~] Xxxxxxx Production Partners LP, a ~~corporation~~ limited partnership duly organized and existing under the laws of the State of Delaware (herein called the ~~"Company",~~ “Partnership,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~__________________________~~, or registered assigns, ~~upon presentment and surrender hereof,~~ the principal sum of ~~________________~~ United States Dollars on ~~_______~~[If the Security is to bear interest prior to Maturity, ~~2012~~insert—, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semi-annually on ~~February 1, May 1, August 1~~ and ~~November 1,~~ in each year, commencing ~~August 1~~, ~~1999~~ at the rate of ~~7 1/2~~% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)annum, until the principal hereof is paid or made available for ~~payment~~payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ or ~~January 15~~ (regardless of whether ~~or not~~ a Business Day), as the case may be, next preceding such Interest Payment Date. ~~On any~~ Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest ~~Payment Date occurring on or~~ to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay~~ requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to ~~the fifth anniversary~~ Maturity, insert—The principal of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid ~~in cash.~~ on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, ~~and~~ insert—any such] interest on this Security ~~payable~~ will be made by transfer of immediately available funds to a bank account in ~~cash~~ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the ~~Company~~ Partnership maintained for that purpose ~~pursuant to Section 1002 of the Indenture~~in , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Partnership (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in , or at such other offices or agencies as the Partnership may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the ~~Company payment of interest in cash may be made~~ Partnership by [United States Dollar] [state other currency] check mailed to the ~~address~~ addresses of the ~~Person~~ Persons entitled thereto as such ~~address~~ addresses shall appear in the Security Register~~. Upon~~ ] [or by transfer to a ~~conversion~~ [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of ~~this Security or upon a repurchase~~ New York [state other Place of ~~this Security upon a Change of Control,~~ Payment] (so long as the ~~Holder shall be paid additional interest equal~~ applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the ~~Special~~ applicable Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Payment Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. )].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Sanchez Production Partners LP)

Form of Face of Security. A The form of the face of any Initial Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, and except to the extent otherwise provided in Section 307(b) hereof, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: 36 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, OR ~~SOLD EXCEPT~~ (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 501(A)(1),(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELXXXXX XX X XXXXXXXXX XXXXXXXXIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS ~~SET FORTH IN~~ USED HEREIN, THE ~~INDENTURE DATED AS OF APRIL 30, 1999~~TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. ~~THIS~~ [LEGEND IF SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A ~~legend in substantially the following form shall appear on the face of each Global Security:~~ GLOBAL SECURITY] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THIS INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT~~ [LEGEND IF SECURITY IS ~~EXCHANGED~~ A REGULATION S GLOBAL SECURITY] THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN ~~WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM,~~ THIS REGULATION S GLOBAL SECURITY MAY NOT BE ~~TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY~~ OFFERED OR SOLD TO A ~~NOMINEE~~ U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF THE ~~DEPOSITARY~~ RESTRICTED PERIOD (AS DEFINED IN THIS INDENTURE), AND NO TRANSFER OR BY EXCHANGE OF AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN A ~~NOMINEE~~ RULE 144A GLOBAL SECURITY UNTIL AFTER THE TERMINATION OF THE ~~DEPOSITARY TO~~ RESTRICTED PERIOD OR AS OTHERWISE PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE. THE ~~DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY~~JEAN COUTU GROUP (PJC) INC. ~~BUILDING ONE SERVICES CORPORATION~~ ---------- 7 ~~1/2~~5/8% ~~Convertible Junior Subordinated Debentures Due~~ SENIOR NOTE DUE 2012 CUSIP NO. ______________ No. __________ $___________ ~~BUILDING ONE SERVICES CORPORATION~~The Jean Coutu Group (PJC) Inc., a corporation ~~duly~~ organized ~~and existing~~ under the laws of ~~the State of Delaware~~ Xxxxxx (~~herein~~ xerein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~__________________________~~Cede & Co., or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ___________~~____~~_ ~~Dollars~~ United States dollars on ~~_______~~August 1, 2012, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ July 30, 2004, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on February ~~1, May 1,~~ 1 and August 1 ~~and November 1,~~ in each year, commencing ~~August~~ February 1, ~~1999~~ 2005 at the rate of 7 ~~1/2~~5/8% per ~~annum (provided~~annum, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Initial Security is entitled to the benefits of a Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for ~~payment~~7 5/8% Senior Notes due 2012, and related guarantees (herein called the "Exchange Securities") in like principal amount as provided therein. In addition, the Company and the Guarantors have agreed to register the Securities for resale under the Securities Act through a Shelf Registration Statement under certain circumstances. The Initial Securities and the Exchange Securities are together (including related Guarantees) referred to as the "Securities." The Initial Securities rank PARI PASSU in right of payment with the Exchange Securities. The interest rate on the Initial Securities may increase pursuant to the terms set forth in the Registration Rights Agreement. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be ~~the April 15, July 15, October~~ January 15 or ~~January~~ July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. ~~On any Interest Payment Date occurring~~ Any such interest not so punctually paid, or duly provided for, and interest on ~~or prior~~ such defaulted interest at the interest rate borne by the Initial Securities, to the ~~third anniversary of~~ extent lawful, shall forthwith cease to be payable to the ~~Original Issuance~~ Holder on such Regular Record Date, and may either be paid to the ~~Company shall pay interest on~~ Person in whose name this Security ~~through the issuance of additional Securities~~ (~~"Additional~~ or any Predecessor Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that ) is registered at the ~~option~~ close of ~~either~~ business on a Special Record Date for the ~~Requisite Holders or~~ payment of such defaulted interest to be fixed by the Company, ~~the Company shall pay such interest in whole in cash. Such Additional Securities~~ notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in ~~an aggregate principal amount equal to~~ any other lawful manner not inconsistent with the ~~amount~~ requirements of ~~interest that would be payable with respect to this Security~~ any securities exchange on ~~such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to~~ which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by the Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in ~~Section 302~~the Indenture. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. 40 Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be the Corporate Trust Office of the ~~Indenture~~Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; ~~provided~~PROVIDED, ~~however~~HOWEVER, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Thirteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signatory, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.. 41

Appears in 1 contract

Samples: Exhibit (Brooks Pharmacy, Inc.)

Form of Face of Security. [If a Series A ~~legend in substantially the following form shall appear on the face of each~~ Security ~~(unless otherwise permitted by the provisions of Section 313(b)):~~ or a Series B Security constituting a Transfer Restricted Security-- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS AND~~ LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR ~~SOLD~~ SOLD, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE ~~THEREWITH.~~ WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES TO FOREIGN PURCHASERS IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE EACH PERSON TO WHOM THIS SECURITY IS ~~SUBJECT~~ TRANSFERRED A NOTICE SUBSTANTIALLY TO ~~RESTRICTIONS ON TRANSFER AS SET FORTH IN~~ THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE EFFECT OF THIS ~~DEBT INSTRUMENT~~LEGEND. AS USED HEREIN, THE ~~AMOUNT OF OID~~TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.] GRANT GEOPHYSICAL, ~~THE ISSUE DATE~~INC. 9 3/4% Senior Note due 2008, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. Series ____ No._____ $____________ ~~BUILDING ONE SERVICES CORPORATION~~CUSIP No. 388085 _ _ _ Grant Geophysical, Inc., a Delaware corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________~~__________________,~~ _ or registered ~~assigns, upon presentment and surrender hereof,~~ assigns the principal sum of ________~~_______~~_ Dollars on ~~_______~~February 15, ~~2012~~2008, at the office or agency of the Company referred to below, and to pay interest ~~thereon~~ thereon, commencing [if an Original Security--on August 15, 1998 and continuing semiannually thereafter, on February 15 and August 15 in each year, from February 18, 1998] [if any other Security--on the first February 15 or August 15 following the original issuance of the Series __ Securities and ~~including~~ continuing semiannually thereafter, on February 15 and August 15 in each year, from the date of ~~the initial~~ original issuance of ~~Securities under this Indenture~~ the Series __ Securities], or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999~~ at the rate of ~~7 1/2~~9 3/4% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)annum, until the principal hereof is paid or duly provided for, and (to the degree permitted by applicable law now or at any time hereafter in force) to pay on demand interest on any overdue interest (in each case, including post-petition interest in any proceeding under any bankruptcy law) at the rate borne by the Series ____ Securities from the date on which such overdue interest becomes payable to the date payment of such interest has been made ~~available~~ or duly provided for. The Company also promises to pay any Additional Interest required by Section 5 of the Registration Rights Agreement, upon the conditions, at the rates and for ~~payment~~the periods specified therein. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Series ___ Security (or one or more Predecessor Securities) is registered on the Security Register at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ February 1 or ~~January 15~~ August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, and (to the degree permitted by applicable law now or at any time hereafter in force) interest on such Defaulted Interest at the rate borne by the Series ____ Securities, may be paid to the Person in whose name this Series ____ Security (or one or more Predecessor Securities) is registered on the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Series ____ Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series ____ Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be paid on or before the first Interest Payment Date ~~occurring~~ on ~~or prior to~~ the ~~third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional~~ Series B Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of (and premium, if any, on) and interest on this Series ____ Security ~~payable in cash~~ will be made at the office or agency of the Company maintained for that purpose ~~pursuant to Section 1002~~ in The City of ~~the Indenture~~New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made on Physical Securities at the option of the Company ~~payment of interest in cash may be made~~ on or before the due date (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) with respect to any Holder owning Series ____ Securities in the ~~Security Register. Upon a conversion~~ principal amount of ~~this Security~~ $500,000 or ~~upon a repurchase of this Security upon a Change of Control~~more, by wire transfer to an account maintained by the Holder ~~shall be paid additional interest equal~~ located in the United States, as specified in a written notice to the ~~Special Interest with respect thereto, as set forth in this Security~~ Trustee by any such Holder requesting payment by wire transfer and ~~in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease~~ specifying the account to ~~be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)~~ which transfer is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Daterequested. Reference is hereby made to the further provisions of this Series ____ Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the ~~Trustee~~ trustee referred to on the reverse hereof by manual signature, this Series ____ Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Grant Geophysical Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) a Series A Security is sold under an effective Registration Statement or (ii) a Series A Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONXXXX XXXXXXXX XX X "XXXXXXXXX INSTITUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~[Legend for all Series A Securities, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether Whether or not a ~~Business Day)~~Global Security] THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR INDEBTEDNESS; AND EACH HOLDER HEREOF, ~~as the case may be~~BY ITS ACCEPTANCE HEREOF, ~~next preceding such Interest Payment Date~~SHALL BE BOUND BY THE PROVISIONS OF SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE. ~~On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date~~UNITED AUTO GROUP, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cashINC. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.------------------

Appears in 1 contract

Samples: Indenture (Atlantic Auto Funding Corp)

Form of Face of Security. ~~A legend~~ in substantially the following form shall appear on the face of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF ~~APRIL 30~~____________ ___, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), ) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION ~~7 1/2~~71/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Building One Services Corp)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) a Series A Security is issued in exchange for Exchange Preferred Stock sold under an effective Registration Statement or (ii) a Series A Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Series A Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND ~~MAY~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT ~~BE OFFERED~~ WITH A VIEW TO, OR ~~SOLD EXCEPT~~ FOR OFFER OR SALE IN ~~COMPLIANCE THEREWITH.~~ CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX USED XXXXXX, ~~X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~XXX XXXX "XXXXXX XXXXXX," HAS THE MEANING GIVEN TO IT BY REGULATION S UNDER THE SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE ~~DEPOSITORY~~ DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CONCENTRIC NETWORK CORPORATION 7 __________________ 13 1/2% ~~Convertible Junior Subordinated Debentures Due 2012~~ SUBORDINATED DEBENTURE DUE 2010, SERIES A CUSIP NO.______________ No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~Concentric Network Corporation, a Delaware corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________~~____________,~~ _ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of _______________ United States dollars on June 1, 2010, at the office or agency of the Company referred to below, and to pay interest thereon from _~~_ Dollars on~~ ________________, ~~2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture~~ or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1, May 1, August~~ June 1 and ~~November~~ December 1, in each year, commencing ~~August 1, 1999~~ on ________________ at the rate of 7 13 1/2% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, ~~if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable~~ in United States dollars and otherwise to the ~~principal sum~~ provisions hereof and of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)Indenture, until the principal hereof is paid or ~~made available~~ duly provided for. Interest payable on or prior to June 1, 2003 may be paid in the form of additional Series A Securities, valued at the principal amount thereof. Interest payable after June 1, 2003 will be required to be paid in cash. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement between the Company and the Initial Purchasers, dated _________________, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right under certain circumstances on the terms provided therein to exchange this Security for ~~payment~~13 1/2% Senior Notes due 2010, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the date specified in the Registration Rights Agreement, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the date specified in the Registration Rights Agreement, (c) the Exchange Offer has not been consummated or a Shelf Registration Statement has not been declared effective, in either case, on or prior to the date specified in the Registration Rights Agreement, or (d) the Shelf Registration Statement or the Exchange Offer Registration Statement has been declared effective but thereafter ceases to be effective or usable in connection with resales of the Series A Securities during the periods specified in the Registration Rights Agreement, without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failure and that is itself declared effective within a five Business Day period after filing such post effective amendment (each such event referred to in clauses (a) through (d) above, a "Registration Default"), then commencing on the day following the date on which such Registration Default occurs, the interest rate borne by the Series A Securities shall be increased by one-half of one percent per annum for the 90-day period following such Registration Default, which rate will increase by one-half of one percent per annum with respect to each subsequent 90-day period up to a maximum of one and one half percent (1.50%) per annum until cured ("Additional Interest"). Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such Indenture~~the Indenture hereinafter referred to, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October~~ May 15 or ~~January~~ November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Securities) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on and Liquidated Damages, if any, on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of San Francisco maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be a corporate trust office of the ~~Indenture~~Trustee located at ________________________________), or at such other office or agency as may be maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register, and provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all Global Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Concentric Network Corp)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~XX-XXX STORES, ~~THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS~~ INC. 7.50% SENIOR SUBORDINATED NOTE DUE 2012, SERIES A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYCUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ ______________ No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~Xx-Xxx Stores, a Inc., an Ohio corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______~~____________________,~~ _ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ______~~_________~~_ ~~Dollars~~ United States dollars on ~~_______~~March 1, 2012, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ February 26, 2004, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1, May 1, August~~ March 1 and ~~November 1,~~ September 1 in each year, commencing ~~August~~ September 1, ~~1999~~ 2004 at the rate of ~~7 1/2~~7.50% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, dated February 26, 2004, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for ~~payment~~7.50% Senior Subordinated Notes due 2012, Series B and related guarantees (herein called the "Series B Securities") in like principal amount as provided therein. In addition, the Company and the Guarantors have agreed to use their best efforts to register the Securities for resale under the Securities Act through a Shelf Registration Statement in the event that the Exchange Offer is not consummated within 210 calendar days after the original issue of the Securities or under certain other circumstances. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 90th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 210th calendar day following the date of original issue of the Series A Securities, (d) a Shelf Registration Statement required to be filed is not declared effective on or prior to the later of 210 days after the date of original issue of the Series A Securities or 45 days after the event requiring the filing of the Shelf Registration Statement or (e) the Shelf Registration Statement required to be filed upon the occurrence of the events described above is declared effective but shall thereafter become unusable for more than 30 days in the aggregate (each such event referred to in clauses (a) through (e) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased by one-quarter of one percent per annum upon the occurrence of any Registration Default, which rate (as increased as aforesaid) will increase by an additional one-quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Immediately following the cure of a Registration Default the accrual of additional interest with respect to that particular Registration Default will cease. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ February 15th or ~~January 15~~ August 15th (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Securities) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be a corporate trust office of an affiliate of the ~~Indenture~~Trustee, National City Bank, located at The Depository Trust Company, Transfer Agent Drop Service, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, NY 10041), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Fourteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Jo-Ann Stores Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND ~~MAY~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON- U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT ~~BE OFFERED~~ WITH A VIEW TO, OR ~~SOLD EXCEPT~~ FOR OFFER OR SALE IN ~~COMPLIANCE THEREWITH.~~ CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE ~~DEPOSITORY~~ DEPOSITARY TRUST COMPANY, A NEW YORK 30 CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~CONCENTRIC NETWORK CORPORATION ___________________ 12 3/4% SENIOR NOTE DUE 2007, ~~THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS~~ SERIES A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYCUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ ______________ No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~Concentric Network Corporation, a Delaware corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________~~____________,~~ _ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ________________ ~~Dollars~~ United States dollars on ~~_______~~December 15, ~~2012~~2007, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ December 18, 1997, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1, May 1, August 1~~ June 15 and ~~November 1~~December 15, in each year, commencing ~~August 1~~June 15, ~~1999~~ 1998 at the rate of ~~7 1/2~~12 3/4% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement between the Company and the Initial Purchasers, dated December 18, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for ~~payment~~12 3/4% Senior Notes due 2007, Series B (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the date specified in the Registration Rights Agreement, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the date specified in the Registration Rights Agreement, (c) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the date specified in the Registration Rights Agreement, or (d) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the Series A Securities during the periods specified in the Registration Rights Agreement, without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failure and that is itself declared effective within a five Business Day period after filing such post effective amendment (each such event referred to in clauses (a) through (d) above, a "Registration Default"), then commencing on the day following the date on which such Registration Default occurs, the interest rate borne by the Series A Securities shall be increased by one-half of one percent per annum for the 90- day 32 period following such Registration Default, which rate will increase by one-half of one percent per annum with respect to each subsequent 90-day period up to a maximum of one and one half percent (1.50%) per annum until cured ("Additional Interest"). Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the original rate. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such Indenture~~the Indenture hereinafter referred to, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ June 1 or ~~January 15~~ December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Securities) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of San Francisco maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be a corporate trust office of the ~~Indenture~~Trustee located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 94111), or at such other office or agency as may be maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register, and provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all Gobal Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Concentric Network Corp)

Form of Face of Security. ~~A legend in substantially~~ [ If the ~~following form shall appear on the face of each~~ Security ~~(unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933~~is an Original Issue Discount Security, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE insert— FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT,~~ THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE ~~DATE~~DATE IS . . . . . ., ~~AND~~ 20. . . [AND] [,] THE YIELD TO ~~MATURITY~~MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the United States Internal Revenue Code or the regulations thereunder.] [ If a Global Security,—insert legend required by Section 2.4 of the Indenture] [ If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert — UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No . UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ . . . . . U.S. $. . . . . . [CUSIP No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.]

Appears in 1 contract

Samples: Indenture (Rowan Companies Inc)

Appears in 1 contract

Samples: Indenture (Ingles Markets Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES IS X "XXXXXXXXX XXXXXTUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS~~ THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND ~~UNTIL IT IS EXCHANGED~~ TO THE EXTENT SET FORTH IN ~~WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE~~ ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE ~~DEPOSITARY~~ COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ~~A NOMINEE~~ ALL SENIOR INDEBTEDNESS; AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE ~~DEPOSITARY OR BY A NOMINEE~~ SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE ~~DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO~~ INDENTURE." -36- SONIC AUTOMOTIVE, INC. ------------------ 11% SENIOR SUBORDINATED NOTE DUE 2008, SERIES A ~~SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY~~CUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ 83545GAA0 No. ~~________~~ 1 $~~___________ BUILDING ONE SERVICES CORPORATION~~125,000,000 Sonic Automotive, Inc., a Delaware corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________~~________________,~~ _ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ~~________________ Dollars~~ $125,000,000 United States dollars on ~~_______~~August 1, ~~2012~~2008, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ July 31, 1998, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on February ~~1, May 1,~~ 1 and August 1 ~~and November 1,~~ in each year, commencing ~~August~~ February 1, 1999 at the rate of ~~7 1/2~~11% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, dated July 31, 1998, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and related Guarantees) shall have the right to exchange this Security (and related Guarantees) for ~~payment~~11% Senior Subordinated Notes due 2008, Series B and related Guarantees (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 60th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 135th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the 165th calendar day following the date of original issue of the Series A Securities or (d) the Shelf Registration Statement is declared effective but shall thereafter become unusable for more than 30 days in the aggregate (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased by one-quarter of one percent per annum upon the occurrence of each Registration Default, which rate (as increased aforesaid) will increase by an additional one quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. The Shelf Registration Statement will be required to remain effective until the second anniversary of the Series A Securities. Following the cure of all Registration Defaults, the accrual of additional interest will cease and the interest rate will revert to the original rate. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October~~ January 15 or ~~January~~ July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Securities) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of ~~$1,000 and multiples thereof~~such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that purpose ~~pursuant to Section 1002~~ (which initially will be a corporate trust office of the ~~Indenture~~Trustee located at 100 Wall Street, 20th Floor, New York, New York, 10005), or at such otxxx xxxxxx xx xxxxxx xx xxx xx xxxxxxxxxx xxx xuch purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Thirteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Exhibit (Sonic Automotive Inc)

Form of Face of Security. ~~A legend in substantially~~ [If the ~~following form shall appear on~~ Security is an Original Issue Discount Security and is not “publicly offered” within the ~~face~~ meaning of ~~each Security (unless otherwise permitted by the provisions of~~ Treasury Regulations Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"1.1275-1(h), ~~AS DEFINED IN SECTION 1273 OF THE~~ insert—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE~~ THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE ~~PRICE OF THIS DEBT INSTRUMENT~~DISCOUNT, THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS [ % OF ITS PRINCIPAL AMOUNT] [$ PER $1,000 OF PRINCIPAL AMOUNT], THE ISSUE DATE IS , 20 AND, THE YIELD TO MATURITY IS , COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD]. [In the alternative instead of providing such legend, insert the following legend—FOR PURPOSES XX XXXXXXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND [THE NAME OR TITLE AND ADDRESS OR TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, ~~AND~~ THE YIELD TO ~~MATURITY~~MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY REGULATIONS.] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert —UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 .] No U.S. $ [CUSIP No. ~~________ $___________ BUILDING ONE SERVICES CORPORATION~~] ROWAN COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "“Company", ,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ~~__________________________~~, or registered assigns, ~~upon presentment and surrender hereof,~~ the principal sum of ~~________________~~ United States Dollars on ~~_______~~[If the Security is to bear interest prior to Maturity, ~~2012~~insert—, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semi-annually on ~~February 1, May 1, August 1~~ and ~~November 1,~~ in each year, commencing ~~August 1~~, ~~1999~~ at the rate of ~~7 1/2~~% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)annum, until the principal hereof is paid or made available for ~~payment~~payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any installment of interest (to the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ or ~~January 15~~ (regardless of whether ~~or not~~ a Business Day), as the case may be, next preceding such Interest Payment Date. ~~On any~~ Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest ~~Payment Date occurring on or~~ to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay~~ requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to ~~the fifth anniversary~~ Maturity, insert—The principal of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid ~~in cash.~~ on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if applicable, ~~and~~ insert—any such] interest on this Security ~~payable~~ will be made by transfer of immediately available funds to a bank account in ~~cash~~ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose ~~pursuant to Section 1002 of the Indenture~~in , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency has received proper transfer instructions in writing at least days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by [United States Dollar] [state other currency] check mailed to the ~~address~~ addresses of the ~~Person~~ Persons entitled thereto as such ~~address~~ addresses shall appear in the Security Register~~. Upon~~ ] [or by transfer to a ~~conversion~~ [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of ~~this Security or upon a repurchase~~ New York [state other Place of ~~this Security upon a Change of Control,~~ Payment] (so long as the ~~Holder shall be paid additional interest equal~~ applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the ~~Special~~ applicable Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Payment Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. )].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Rowan Companies Inc)

Form of Face of Security. ~~A legend in substantially~~ [If the ~~following form shall appear on the face of each~~ Security ~~(unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT~~ is an Original Issue Discount Security, insert—FOR PURPOSES OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION ~~1273~~ 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, ~~AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT,~~ THE AMOUNT OF ~~OID~~THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE ~~DATE~~DATE IS . . . . . ., ~~AND~~ 20. . . [AND] [,] THE YIELD TO ~~MATURITY~~MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the Code or the regulations thereunder.] [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: insert —UNLESS THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION ("DTC")~~CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~CERTIFICATE~~ SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~ THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~DTC~~THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~INASMUCH AS~~ SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No . UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ . . . . . [CUSIP No. ~~________~~ ] U.S. $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Constellation Energy Partners LLC)

Form of Face of Security. ~~A legend in substantially the following~~ The form ~~shall appear on~~ of the face of ~~each~~ any certificate evidencing a Security (~~unless otherwise permitted by~~ and all securities issued in exchange therefor or substitution thereof) shall bear the ~~provisions of Section 313(b)):~~ legend set forth below authenticated and delivered hereunder shall be substantially as follows: THIS ~~SECURITY HAS NOT BEEN REGISTERED UNDER~~ AGREEMENT OR INSTRUMENT AND THE ~~SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS~~ RIGHTS AND ~~MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS~~ OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO ~~RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INDENTURE~~ THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF ~~APRIL 30~~MAY 7, ~~1999~~2009, AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS SECOND LIEN AGENT, SONIC AUTOMOTIVE, INC. AND THE SUBSIDIARIES OF SONIC AUTOMOTIVE, INC. PARTY THERETO (THE “INTERCREDITOR AGREEMENT”), AND EACH PARTY TO OR HOLDER OF THIS AGREEMENT OR INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. THIS ~~SECURITY IS~~ NOTE MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT ("“OID"”)~~, AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER~~. ~~FOR INFORMATION ABOUT THE ISSUE PRICE OF~~ IF THIS ~~DEBT INSTRUMENT, THE AMOUNT OF~~ NOTE IS ISSUED WITH OID, THE ISSUE PRICE, ORIGINAL ISSUE DATE, TOTAL AMOUNT OF OID AND ~~THE~~ YIELD TO ~~MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER~~ MATURITY OF THE ~~COMPANY~~ NOTE MAY BE OBTAINED BY CONTACTING XXXXXX X. X’XXXXXX, XX., VICE PRESIDENT AND TAX DIRECTOR, AT ~~000 XXXXXXXXXXX XXXXXX~~SONIC AUTOMOTIVE, ~~X.X.~~INC., 0000 XXXXXXXX XXXX, XXXXX 000, XXXXXXXXX, XXXXX XXXXXXXX, 00000, OR AT 000-000-0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Intercreditor Agreement (Sai Tn Hc2, LLC)

Form of Face of Security. ~~A legend in substantially~~ (a) each Security shall bear the following ~~form shall appear on the face of each Security (unless otherwise permitted by the provisions of Section 313(b)):~~ legend if it is a Restricted Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), ~~OR ANY STATE SECURITIES LAWS~~ AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT ~~IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER~~ AS SET FORTH IN THE ~~INDENTURE DATED AS~~ FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF ~~APRIL 30, 1999.~~ (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY ~~IS ISSUED WITH ORIGINAL ISSUE DISCOUNT~~ AND ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENT, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD Y) THREE MONTHS AFTER IT CEASES TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000. A legend in substantially the following form shall appear on the face of each Global Security: THIS SECURITY IS A GLOBAL SECURITY BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE ~~INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME~~ SECURITIES ACT) OF THE ~~DEPOSITARY~~ ISSUER, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER A ~~NOMINEE~~ REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ~~DEPOSITARY~~SECURITIES ACT; AND (2) THAT IT WILL, ~~WHICH MAY~~ PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE ~~TREATED BY~~ AN AFFILIATE (WITHIN THE ~~COMPANY~~MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND ~~ANY AGENT THEREOF~~ THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE ~~OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.~~ INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & COSECURITIES ACT., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 No. ________ $___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________________ Dollars on _______, 2012, and to pay interest thereon from and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 1, May 1, August 1 and November 1, in each year, commencing August 1, 1999 at the rate of 7 1/2% per annum (provided, that, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be the April 15, July 15, October 15 or January 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (World Acceptance Corp)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A - 34 - 48 UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX XXXXXX XXXXXX, XX A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS - 35 - 49 GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each Global Security:~~ THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUERS OR ~~ITS~~ THEIR AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~51 SLEEPMASTER L.L.C. SLEEPMASTER FINANCE CORPORATION 11% SENIOR SUBORDINATED NOTE DUE 2009, ~~THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS~~ SERIES A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012 NoCUSIP NO. ___~~_____ $~~___________ BUILDING ONE SERVICES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to No. __________ $_______________________ Sleepmaster L.L.C., a New Jersey limited liability company (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to) and Sleepmaster Finance Corporation, a Delaware corporation (herein called "Finance Corp.," which term includes any successor Person under the Indenture hereinafter referred to, and, together with the Company, the "Issuers"), for value received, hereby promise to pay to ____, _____ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ________~~_______~~_ ~~Dollars~~ United States dollars on ~~_______~~May 15, ~~2012~~2009, at the office or agency of the Issuers referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ May 18, 1999, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1,~~ May ~~1, August 1~~ 15 and November 1, 15 in each year, commencing ~~August 1~~November 15, 1999 at the rate of ~~7 1/2~~11% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Issuers, the Guarantors and the Initial Purchasers, dated May 18, 1999, pursuant to which, subject to the terms and conditions thereof, the Issuers and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for ~~payment~~11% Senior Subordinated Notes due 2009, Series B and related guarantees (herein called the "Series B Securities") in like principal amount as provided therein. In addition, the Issuers and the Guarantors have agreed to use their best efforts to register the Securities for resale under the Securities Act through a Shelf Registration Statement in the event that the Exchange Offer is not consummated within 175 calendar days after the original issue of the Securities or under certain other circumstances. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 45th calendar day following the date of original - 38 - 52 issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 135th calendar day following the date of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 175th calendar day following the date of original issue of the Series A Securities, (d) a Shelf Registration Statement required to be filed is not declared effective on or prior to the later of 175 days after the original issue of the Securities or 40 days after the Shelf Registration Statement is requested, if applicable, or (e) the Shelf Registration Statement is declared effective but shall thereafter become unusable for more than 30 days in the aggregate (each such event referred to in clauses (a) through (e) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased by one-quarter of one percent per annum upon the occurrence of any Registration Default, which rate (as increased as aforesaid) will increase by an additional one quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Immediately following the cure of all Registration Defaults the accrual of additional interest with respect to the particular Registration Default will cease. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October 15~~ May 1 or ~~January 15~~ November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On any Interest Payment Date occurring on or prior to the third anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to the Securities otherwise issued. Such Additional Securities shall be issued only in denominations of $1,000 and multiples thereof, except as provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash. Payment of the principal of and premium, if any, and interest on this Security payable in cash will be made at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for will~~ for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date~~, as applicable~~, and may either be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the ~~Close~~ close of ~~Business~~ business on a Special Record Date for the payment of such ~~Defaulted Interest~~ defaulted interest to be fixed by the ~~Trustee~~ Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be ~~listed~~ listed, and upon such notice as may be required by this Indenture not inconsistent with the requirements of such exchange, all as more fully provided in ~~said~~ this Indenture. ~~Notice~~ Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of the Security, will be made at the office or agency of the Issuers in The City of New York maintained for that purpose (which initially will be a ~~Special Record Date shall~~ corporate trust office of the Trustee located at 114 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX), xx xx such other office or agency as may be ~~given to Holders~~ maintained for such purpose, in such coin or currency of ~~Securities not less than ten days prior to such Special Record Date.~~ the United States of America as at the time of payment is legal tender for Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Fourteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture (Lower Road Associates LLC)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security~~ thereof and (~~unless otherwise permitted~~ B) the Temporary Offshore Physical Securities shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date and receipt by the ~~provisions~~ Company and the Trustee of ~~Section 313(b)): THIS SECURITY HAS~~ a certificate substantially in the form as set forth in Exhibit B: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND ~~MAY~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE XXXXXXX, (X) XXXSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A XXXXXX XXX XXXXXX XXXXXX, XX A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT ~~BE OFFERED~~ WITH A VIEW TO, OR ~~SOLD EXCEPT~~ FOR OFFER OR SALE IN ~~COMPLIANCE THEREWITH.~~ CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. ~~A legend in substantially the following form shall appear on the face of each~~ [Legend if Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM~~MARSX XXXERMARKETS, ~~THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS~~ INC. __________________ 8 7/8% SENIOR SUBORDINATED NOTE DUE 2007, SERIES A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYCUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ 571783 AC 3 No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~Marsx Xxxermarkets, a Inc., an Indiana corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay ~~to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ________~~to________ ~~Dollars~~ or registered assigns, the principal sum of_________________United States dollars on ~~_______~~August 1, ~~2012~~2007, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ August 5, 1997, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on February ~~1, May 1,~~ 1 and August 1 ~~and November 1,~~ in each year, commencing ~~August~~ February 1, ~~1999~~ 1998 at the rate of ~~7 1/2~~8 7/8% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made available~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, dated August 5, 1997, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for ~~payment~~8 7/8% Senior Subordinated Notes due 2007, Series B and related guarantees (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that either (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 30th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 90th calendar day following the date of original issue of the Series A Securities or (c) the Exchange Offer is not consummated on or prior to the 120th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities (each such event referred to in clauses (a) through (c) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased by one-quarter of one percent per annum upon the occurrence of each Registration Default, which rate (as increased as aforesaid) will increase by one quarter of one percent each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Following the cure of all Registration Defaults the accrual of additional interest will cease and the interest rate will revert to the original rate. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor ~~Securities~~Security) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the ~~April 15, July 15, October~~ January 15 or ~~January~~ July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Security) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations of $1,000~~ listed, and ~~multiples thereof~~upon such notice as may be required by such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that ~~purpose pursuant to Section 1002 of the Indenture~~purpose, or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company ~~payment of interest in cash may be made~~ by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of Guarantees by each of the Guarantors of the punctual payment when due of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is hereby made to Article Fourteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of each of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Guaranty Agreement (Marsh Village Pantries Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~in substantially~~ set forth below (the ~~following form shall appear~~ "Private Placement Legend") on the face ~~of each Security (unless otherwise permitted by the provisions of Section 313(b)): THIS SECURITY HAS~~ thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ~~LAWS~~ LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND ~~MAY NOT BE OFFERED~~ IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR ~~SOLD EXCEPT~~ OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 000X XXXXXX XXX XXXXXX XXXXXX, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN ~~COMPLIANCE THEREWITH.~~ RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS ~~SUBJECT~~ COMPLETED AND DELIVERED BY THE TRANSFEROR TO ~~RESTRICTIONS ON TRANSFER~~ THE TRUSTEE. AS SET FORTH IN THE INDENTURE DATED AS OF APRIL 30, 1999. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"), AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER. FOR INFORMATION ABOUT THE ISSUE PRICE OF THIS DEBT INSTRUMENTUSED HEREIN, THE ~~AMOUNT OF OID,~~ TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE ~~ISSUE DATE, AND~~ RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ~~YIELD TO MATURITY, CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 000 XXXXXXXXXXX XXXXXX, X.X., XXXXX 0000, XXXXXXXXXX, X.X. 00000~~SECURITIES ACT. [Legend if Series A ~~legend in substantially the following form shall appear on the face of each~~ Security is a Global Security: ] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO ~~BELOW~~ AND IS REGISTERED IN THE NAME OF ~~THE~~ A DEPOSITARY OR A NOMINEE OF ~~THE~~ A DEPOSITARY OR A SUCCESSOR DEPOSITARY~~, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER~~ . TRANSFERS OF THIS GLOBAL SECURITY ~~FOR ALL PURPOSES~~SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A ~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary:~~ SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ~~UNLESS~~ [Until all Senior Indebtedness is paid in full, each of the Series A Securities at all times shall contain in a conspicuous manner the following legend] THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND ~~UNTIL IT IS EXCHANGED~~ TO THE EXTENT SET FORTH IN ~~WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE~~ ARTICLE THIRTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE ~~DEPOSITARY~~ COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ~~A NOMINEE~~ ALL SENIOR INDEBTEDNESS; AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE ~~DEPOSITARY OR BY A NOMINEE~~ SUBORDINATION AS SET FORTH IN SAID ARTICLE THIRTEEN OF THE ~~DEPOSITARY TO~~ INDENTURE." THE ~~DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO~~ MAXIM GROUP, INC. __________________ 9 1/4% SENIOR SUBORDINATED NOTE DUE 2007, SERIES A ~~SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY~~CUSIP NO. ~~BUILDING ONE SERVICES CORPORATION 7 1/2% Convertible Junior Subordinated Debentures Due 2012~~ _____________ No. __________ $_______________________ ~~BUILDING ONE SERVICES CORPORATION~~The Maxim Group, Inc., a Delaware corporation ~~duly organized and existing under the laws of the State of Delaware~~ (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________~~______________,~~ _ or registered assigns~~, upon presentment and surrender hereof~~, the principal sum of ________________ ~~Dollars~~ United States dollars [IF THE SERIES A SECURITY IS A GLOBAL SECURITY, THEN INSERT THE FOLLOWING: , OR SUCH OTHER PRINCIPAL AMOUNT (WHICH, WHEN TAKEN TOGETHER WITH THE PRINCIPAL AMOUNTS OF ALL OTHER OUTSTANDING SECURITIES, SHALL NOT EXCEED $100 MILLION LESS THE PRINCIPAL AMOUNT OF SECURITIES REDEEMED BY THE COMPANY IN ACCORDANCE WITH THE INDENTURE) AS MAY BE SET FORTH BY THE SECURITY REGISTRAR ON APPENDIX A HERETO IN ACCORDANCE WITH THE INDENTURE,] on ~~_______~~October 15, ~~2012~~2007, at the office or agency of the Company referred to below, and to pay interest thereon from ~~and including the date of the initial issuance of Securities under this Indenture~~ October 16, 1997, or from ~~and including~~ the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~quarterly~~ semiannually on ~~February 1, May 1, August 1~~ April 15 and ~~November 1,~~ October 15 in each year, commencing ~~August 1~~April 15, ~~1999~~ 1998 at the rate of ~~7 1/2~~9 1/4% per ~~annum (provided~~annum, ~~that~~subject to adjustments as described in the second following paragraph, if the Charter Amendment has not been Duly Adopted by the Charter Amendment Deadline, the interest rate applicable to the principal sum of the Securities shall be increased to 12 1/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 7 1/2% for the periods thereafter)in United States dollars, until the principal hereof is paid or ~~made~~ duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the Initial Purchasers, dated October 16, 1997, pursuant to which, subject to the terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which the Holder of this Security (and the related Guarantees) shall have the right to exchange this Security (and the related Guarantees) for 9 1/4% Senior Subordinated Notes due 2007, Series B and related guarantees (herein called the "Series B Securities") in like principal amount as provided therein. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that either (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 30th calendar day following the date of original issue of the Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 90th calendar day following the date of original issue of the Series A Securities or (c) the Exchange Offer is not consummated on or prior to the 120th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 120th calendar day following the date of original issue of the Series A Securities (each such event referred to in clauses (a) through (c) above, a "Registration Default"), the interest rate borne by the Series A Securities shall be increased ("Additional Interest") by one-quarter of one percent per annum upon the occurrence of each Registration Default, which rate (as increased as aforesaid) will increase by one quarter of one percent each 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed one percent (1%) per annum. Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate; provided, however, that, if after any such reduction in interest rate, a different event specified in clause (a), (b) or (c) above occurs, the interest rate shall again be increased pursuant to the foregoing provisions. If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed one percent (1%) per annum. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual Interest Payment Date, immediately available ~~for payment~~funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each Interest Payment Date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor ~~Securities~~Security) is registered at the ~~Close~~ close of ~~Business~~ business on the Regular Record Date for such interest, which shall be the April ~~15, July 15,~~ 1 or October ~~15 or January 15~~ 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. On Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security (or any ~~Interest Payment~~ Predecessor Security) is registered at the close of business on a Special Record Date ~~occurring on or~~ for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to ~~the third anniversary of the Original Issuance~~ such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the ~~Company shall pay interest~~ requirements of any securities exchange on this Security through the issuance of additional Securities ("Additional Securities"), provided that the Company may, at its option, pay such interest in whole in cash. On any Interest Payment Date occurring after the third anniversary and on or prior to the fifth anniversary of the Original Issuance Date, the Company shall pay interest on this Security through the issuance of Additional Securities, provided that at the option of either the Requisite Holders or the Company, the Company shall pay such interest in whole in cash. Such Additional Securities shall be in an aggregate principal amount equal to the amount of interest that would be payable with respect to this Security on such Interest Payment Date (less all cash payments, if any, made in respect of interest payable on such Interest Payment Date) and such Additional Securities shall be identical to which the Securities ~~otherwise issued. Such Additional Securities shall~~ may be ~~issued only in denominations of $1,000~~ listed, and ~~multiples thereof~~upon such notice as may be required by such exchange, ~~except~~ all as more fully provided in Section 302. Any interest due and payable in Additional Securities which cannot be paid in Securities because such portion of the payment would require the issuance of a Security in a denomination other than a multiple of $1,000 shall be paid in cash, except as provided in Section 302. For purposes of the foregoing sentence, all Securities owned of record by a Holder shall be aggregated. Except as expressly provided herein, the term "Securities" shall include all Additional Securities that may be issued pursuant to this ~~paragraph. From and after the fifth anniversary of the Original Issuance Date, all interest on this Security shall be paid in cash~~Indenture. Payment of the principal ~~of and~~ of, premium, if any, and interest on on, this ~~Security payable in cash~~ Security, and exchange or transfer of the Security, will be made at the office or agency of the Company in The City of New York maintained for that ~~purpose pursuant to Section 1002 of the Indenture~~purpose, or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest will be made (i) in respect of Securities held by the Depositary or its nominee, in same day funds on or prior to the respective Interest Payment Dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee, in same day funds at the office of the Trustee in New York, New York or at such other office or agency of the Company as it shall maintain for that purpose pursuant to Section 1002; provided, however, ~~that~~ that, at the option of the ~~Company payment~~ Company, interest on any Security held of ~~interest in cash~~ record by Holders other than the Depositary or its nominee may be ~~made~~ paid by ~~check mailed~~ mailing checks to the ~~address~~ addresses of the ~~Person entitled thereto~~ Holders thereof as such address ~~shall~~ appear in the Security Register. Upon a conversion of this Security or upon a repurchase of this Security upon a Change of Control, the Holder shall be paid additional interest equal to the Special Interest with respect thereto, as set forth in this Security and in this Indenture. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, as applicable, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than ten days prior to such Special Record Date. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of Guarantees by each of the Guarantors of the punctual payment when due of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is hereby made to Article Fourteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of each of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Exhibit (Tri R of Orlando Inc)

Common use of Form of Face of Security Clause in Contracts