1
EXHIBIT 4.3
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
1
2
DRESSER, INC.
9 3/8% SENIOR SUBORDINATED NOTES DUE 2011
No. 1 CUSIP:
$300,000,000
ISIN:
DRESSER, INC., a corporation incorporated under the laws of the State of
Delaware, promises to pay to CEDE & CO. or their registered assigns, the
principal sum of _____________________ Dollars on April 15, 2011.
Interest Payment Dates: April 15 and October 15, commencing first payment
October 15, 2011.
Record Dates: April 1 and October 1.
Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.
Dated: , 2001
------
2
3
IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
duly authorized officer.
DRESSER, INC.
BY:
-------------------------------------
Name:
Title:
This is one of the Global
Notes referred to in the
within-mentioned Indenture:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: Dated: , 2001
------------------------------- ----------
Name:
Title: Authorized Signatory
3
4
DRESSER, INC.
9 3/8% SENIOR SUBORDINATED NOTES DUE 2011
Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.
1. INTEREST. Dresser, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 9 3/8% per
annum from April 10, 2001 until maturity. The Company shall pay interest
semi-annually on April 15 and October 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be October 15, 2001. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on April 1 or October 1 immediately preceding the applicable
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payments of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium on,
all Global Notes and all other Notes 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.
3. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.
4. INDENTURE. The Company issued the Notes under an Indenture dated as of
April 10, 2001 (the "Indenture") among the Company, the Guarantors named therein
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.
4
5
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company.
5. SUBORDINATION. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on its
behalf, to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture.
6. OPTIONAL REDEMPTION.
(a) Except as set forth in subparagraph (b) of this Paragraph 6, the Notes
will not be redeemable before April 15, 2006. Thereafter, the Company may redeem
the Notes at its option, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as
percentages of the principal amount thereof), if redeemed during the
twelve-month period commencing on April 15 of the years indicated below:
PERCENTAGE
OF PRINCIPAL
AMOUNT
------------
YEAR
2006....................................................... 104.688%
2007....................................................... 103.125%
2008....................................................... 101.563%
2009 and thereafter........................................ 100.000%
In addition, the Company must pay all accrued and unpaid interest on the
Notes redeemed.
(b) Notwithstanding the foregoing, prior to April 15, 2004, the Company may
on any one or more occasions redeem up to 35% of the principal amount of Notes
issued under the Indenture at a redemption price of 109.375% of the principal
amount thereof, plus accrued and unpaid interest, if any, thereon to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes issued
under the Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and
provided further that the Company makes such redemption not more than 90 days
after the consummation of such Equity Offering.
7. MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.
8. REPURCHASE AT OPTION OF HOLDER.
5
6
(a) If a Change of Control occurs, each Holder will have the right to
require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described in the Indenture (the "Change of Control
Offer"), at a purchase price equal to 101% of the principal amount thereof plus
accrued interest to the date of purchase. Within 90 days following the date upon
which the Change of Control occurred (or at the Company's option, prior to the
occurrence of such Change of Control), the Company must send, by first-class
mail, a notice to each Holder, which notice shall govern the terms of the Change
of Control Offer. Such notice shall state, among other things, the purchase
date, which must be no earlier than 30 days nor later than 60 days from the date
such notice is mailed, other than as may be required by law (the "Change of
Control Payment Date") provided that any Change of Control Offer made prior to
any date of such Change of Control shall be made only in the reasonable
anticipation of such Change of Control; and provided further, that the Company
shall not be required to purchase any Notes tendered pursuant to such Change of
Control Offer if such Change of Control does not occur.
(b) If the Company or a Restricted Subsidiary consummates any Asset Sale,
under certain circumstances the Company is required to commence an offer to all
Holders of Notes (as "Net Proceeds Offer") pursuant to Section 3.09 of the
Indenture. The offer price for the Notes (the "Net Proceeds Offer Amount") will
be at a price equal to 100% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds
Offer is less than the Net Proceeds Offer Amount, the Company (or such
Subsidiary) may use such remaining Net Proceeds Offer Amount for general
corporate purposes or for any other purpose not prohibited by the Indenture. If
the aggregate principal amount of Notes surrendered by Holders thereof exceeds
the amount of Net Proceeds Offer Amount, the Trustee shall select the Notes to
be purchased on a pro rata basis. Holders of Notes that are the subject of an
offer to purchase will receive a Net Proceeds Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.
9. NOTICE OF REDEMPTION. Notice of redemption will be mailed, by
first-class mail, at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption, unless the Company fails to
make such payment.
10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange
6
7
or register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.
12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions set
forth in the Indenture, the Indenture, the Guarantees or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes, if any,
voting as a single class. Without the consent of any Holder of a Note, the
Indenture, the Guarantees or the Notes may be amended or supplemented, to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's or Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, to provide for the issuance of Notes
issued after the Issue Date in accordance with the limitations set forth in the
Indenture, to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Guarantee with respect to the Notes or to evidence and
provide for the acceptance of appointment under the Indenture of a successor
Trustee.
13. DEFAULTS AND REMEDIES. Events of Default include (in summary form): (i)
the failure to pay interest on any Notes when the same becomes due and payable
if the default continues for a period of 30 days, whether or not such payment
shall be prohibited by Article 10 of the Indenture; (ii) the failure to pay the
principal on any Notes when such principal becomes due and payable, at maturity,
upon redemption or otherwise (including the failure to make a payment to
purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds
Offer on the date specified for such payment in the applicable offer to
purchase), whether or not such payment shall be prohibited by Article 10 of the
Indenture; (iii) a default in the observance or performance of any other
covenant or agreement contained in the Indenture if the default continues for a
period of 30 days after the Company receives written notice specifying the
default (and demanding that such default be remedied) from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Notes; (iv)
the failure to pay at final stated maturity (giving effect to any applicable
grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Restricted Subsidiary of the Company (other
than a Securitization Entity), which failure continues for at least 20 days, or
the acceleration of the final stated maturity of any such Indebtedness, which
acceleration remains uncured and unrescinded for at least 20 days, if the
aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated, (in each case with respect to
which the 20-day period described above has passed) aggregates $25.0 million or
more at any time; (v) one or more judgments in an aggregate amount in excess of
$25.0 million shall have been rendered
7
8
against the Company or any of its Significant Subsidiaries and such judgments
remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable; (vi) certain events of
bankruptcy affecting the Company or any of its Significant Subsidiaries and
(vii) any Guarantee of a Significant Subsidiary ceases to be in full force and
effect or any Guarantee of a Significant Subsidiary is declared to be null and
void and unenforceable or any Guarantee of a Significant Subsidiary is found to
be invalid or any Guarantor that is a Significant Subsidiary denies its
liability under its Guarantee (other than by reason of release of a Guarantor in
accordance with the terms of the Indenture).
If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare the principal of and accrued interest on all the Notes to be due and
payable. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture and under the TIA. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
principal of, premium, if any, or interest on the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.
14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.
15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any of the
Guarantors, as such, shall have any liability for any obligations of the Company
or such Guarantor under the Notes, the Guarantees or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.
16. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.
17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
8
9
18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. The Company will furnish to any
Holder upon written request and without charge a copy of the Indenture. Requests
may be made to:
Dresser, Inc.
0000 Xxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Chief Administrative Officer
9
10
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
Date:
------------------
Your Signature:
---------------------------
(Sign exactly as your name appears on the
face of this Note)
Tax Identification No:
--------------------
SIGNATURE GUARANTEE:
------------------------------------------
Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer
Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may
be determined by the Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange
Act of 1934, as amended.
10
11
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.15
If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased: $
--------
Date:
---------------
Your Signature:
-------------------------
(Sign exactly as your name appears on the
face of this Note)
Tax Identification No:
------------------
SIGNATURE GUARANTEE:
-----------------------------------------
Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer
Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as
may be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
11
12
For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 10, 2001 (the "Indenture") among
Dresser, Inc., the Guarantors named therein and State Street Bank and Trust
Company, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article 11 of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee. Each Holder of a Note,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Guarantee shall cease to be so subordinated and subject in right of payment
upon any defeasance of this Guarantee in accordance with the provisions of the
Indenture.
DRESSER INTERNATIONAL INC.
By:
-------------------------------------
Name:
Title:
DRESSER RUSSIA, INC.
By:
-------------------------------------
Name:
Title:
DRESSER RE, INC.
By:
-------------------------------------
Name:
Title:
12
