EXHIBIT 4.14
(FACE OF NOTE)
[FORM OF NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUERS
OR THEIR 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 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.
CUSIP No. $___________
MUZAK LLC
MUZAK FINANCE CORP.
10% Senior Notes due 2009
Muzak LLC, a Delaware limited liability company, and Muzak Finance Corp., a
Delaware corporation (collectively, the "Issuers", which term includes any
successor entities), for value received promise to pay to ______________________
or registered assigns the principal sum of ___________________ Dollars, on
February 15, 2009.
Interest Payment Dates: May 15 and November 15 commencing November 15, 2003
Record Dates: May 1 and November 1
Reference is made to the further provisions of this Note contained in the
attached "Terms of the Notes", which will for all purposes have the same effect
as if set forth at this place.
IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or
by facsimile by their duly authorized officers.
MUZAK LLC
By:
----------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
MUZAK FINANCE CORP.
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
Certificate of Authentication:
This is one of the 10% Senior Notes due 2009 referred to in the within-mentioned
Indenture
Dated:
US BANK NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------------
Authorized Signatory
3
TERMS OF THE NOTES
MUZAK LLC
MUZAK FINANCE CORP.
10% Senior Notes due 2009
1. Interest.
--------
Muzak LLC, a Delaware limited liability company (the "Company"), and Muzak
Finance Corp., a Delaware corporation ("Finance Corp." and together with the
Company, the "Issuers"), promise to pay interest on the principal amount of this
Note semiannually on May 15 and November 15 of each year and on the maturity
date (each an "Interest Payment Date"), commencing on November 15, 2003, at the
rate of 10% per annum. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. 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 the original issuance of the Notes.
The Issuers shall pay interest on overdue principal, and on overdue premium, if
any, and overdue interest, to the extent lawful, at the rate of interest borne
by the Notes.
2. Method Of Payment.
-----------------
The Issuers will pay interest on this Note provided for in Paragraph 1 above
(except defaulted interest) to the person who is the registered Holder of this
Note at the close of business on the May 1 or November 1 preceding the Interest
Payment Date (whether or not such day is a Business Day). The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Issuers
will pay principal, premium, if any, and interest in money of the United States
that at the time of payment is legal tender for payment of public and private
debts; provided, however, that the Issuers may pay principal, premium, if any,
and interest by check payable in such money. The Issuers may mail an interest
check to the Holder's registered address.
3. Paying Agent and Registrar.
--------------------------
Initially, U.S. Bank National Association, a national banking association (the
"Trustee"), will act as Paying Agent and Registrar. The Issuers may change any
Paying Agent or Registrar without notice to the Holders. Neither the Issuers nor
any of its Subsidiaries or Affiliates may act as Paying Agent but may act as
Registrar or co-Registrar.
4. Indenture; Restrictive Covenants.
--------------------------------
The Issuers issued this Note under an Indenture dated as of May 20, 2003 (the
"Indenture") among the Issuers, the Guarantors and the Trustee. The terms of
this Note include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.
77aaa-77bbbb) as in effect on the date of the Indenture. This Note is subject to
all such terms, and the Holder of this Note is referred to the Indenture and
said Trust
4
Indenture Act for a statement of them. All capitalized terms in this Note,
unless otherwise defined, have the meanings assigned to them by the Indenture.
The Notes are general unsecured obligations of the Issuers unlimited in
aggregate principal amount, $220,000,000 of which were issued on the Issue Date.
The Indenture imposes certain restrictions on, among other things, the
incurrence of indebtedness, the incurrence of liens, the making of certain
investments, mergers and sale of assets, the payments of dividends on or the
repurchase of, capital stock of the Issuers, certain other restricted payments
by the Issuers and their Subsidiaries, certain transactions with, and
investments in, their Affiliates, the creation of Subsidiaries, the issuance of
capital stock by Subsidiaries, the types of businesses which the Issuers and
their Subsidiaries may engage in, the creation of dividend and other payment
restrictions affecting Subsidiaries, certain sale-leaseback transactions and a
provision regarding change-of-control transactions.
5. Redemption.
----------
(a) The Issuers may redeem the Notes that are redeemable at their option, in
whole at any time or in part from time to time on or after February 15, 2006 at
the redemption prices (expressed as percentages of the principal amount
thereof), set forth below plus accrued and unpaid interest, if any, to the
Redemption Date, if redeemed during the twelve-month period beginning on
February 15 of each year indicated below:
Year Percentage
---- ----------
2006 105.000%
2007 102.500%
2008 and thereafter 100.000%
(b) The Issuers may redeem up to 35% of the principal amount of the Notes
originally issued under the Indenture, at any time and from time to time prior
to February 15, 2006, at a redemption price equal to 110% of the aggregate
principal amount so redeemed, plus accrued and unpaid interest, if any, to the
Redemption Date out of the net cash proceeds of one or more Equity Offerings;
provided, that at least 65% of the principal amount of the Notes originally
issued under the Indenture remains outstanding immediately after any such
redemption (it being expressly agreed that for purposes of determining whether
this condition is satisfied, Notes owned by the Issuers or any of their
Affiliates shall be deemed not to be outstanding). In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Issuers shall
make such redemption not more than 60 days following the closing of any such
Equity Offering.
6. Notice of Redemption.
--------------------
Notice of redemption will be mailed via first class mail at least 30 days but
not more than 60 days prior to the Redemption Date to each Holder to be redeemed
at its registered address as it shall appear on the register of the Notes
maintained by the Registrar. On and after any Redemption Date, interest will
cease to accrue on the Notes or portions thereof called for redemption unless
the Issuers shall fail to redeem any such Note.
5
7. Offers to Purchase.
------------------
The Indenture requires that certain proceeds from Asset Sales be used, subject
to further limitations contained therein, to make an offer to purchase certain
amounts of Notes in accordance with the procedures set forth in the Indenture.
The Issuers are also required to make an offer to purchase Notes upon occurrence
of a Change of Control in accordance with procedures set forth in the Indenture.
8. Denominations, Transfer, Exchange.
---------------------------------
The Notes are in registered form without coupons in denominations of $1,000 and
integral multiples thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Note selected for
redemption or register the transfer of or exchange any Note for a period of 15
days before a selection of Notes to be redeemed or any Note after it is called
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.
9. Persons Deemed Owners.
---------------------
The registered Holder of this Note may be treated as the owner of it for all
purposes.
10. Unclaimed Money.
---------------
If money for the payment of principal, premium or interest on any Note remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Issuers at its request. After that, Holders entitled to money must look to
the Issuers for payment as general creditors unless an "abandoned property" law
designates another person.
11. Amendment, Supplement and Waiver.
--------------------------------
Subject to certain exceptions, the Indenture or the Notes may be modified,
amended or supplemented by the Issuers, the Guarantors and the Trustee with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding and any existing Default or compliance with any provision may
be waived in a particular instance with the consent of the Holders of a majority
in principal amount of the Notes then outstanding. Without the consent of
Holders, the Issuers, and the Trustee may amend the Indenture or the Notes or
supplement the Indenture for certain specified purposes including providing for
uncertificated Notes in addition to certificated Notes, and curing any
ambiguity, defect or inconsistency, or making any other change that does not
materially and adversely affect the rights of any Holder.
12. Successor Entity.
----------------
When a successor entity assumes all the obligations of its predecessor under the
Notes and the Indenture and immediately before and thereafter no Default exists
and certain other conditions are satisfied, the predecessor entity will be
released from those obligations.
6
13. Defaults and Remedies.
---------------------
Events of Default are set forth in the Indenture. If an Event of Default (other
than an Event of Default pursuant to Section 6.01(g) or (h) of the Indenture
with respect to the Company) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of not less than 25% in aggregate principal amount
of the Notes then outstanding, may declare to be immediately due and payable the
entire principal amount of all the Notes then outstanding plus accrued but
unpaid interest to the date of acceleration; provided, however, that after such
acceleration but before judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes may, under certain circumstances, rescind and annul
such acceleration and its consequences if all existing Events of Default, other
than the nonpayment of principal, premium or interest that has become due solely
because of the acceleration, have been cured or waived and if the rescission
would not conflict with any judgment or decree. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. In case an Event
of Default specified in Section 6.01(g) or (h) of the Indenture occurs, such
principal amount, together with premium, if any, and interest with respect to
all of the Notes, shall be due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders of the Notes.
14. Trustee Dealings With the Issuers.
---------------------------------
The Trustee under the Indenture, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Issuers, and
may otherwise deal with the Issuers, as if it were not Trustee.
15. No Recourse Against Others.
--------------------------
As more fully described in the Indenture, a director, officer, employee or
stockholder, as such, of either Issuer or any Guarantor shall not have any
liability for any obligations of the Issuers or the Guarantors under the Notes,
the Guarantees or the Indenture or for any claim based on, in respect or by
reason of such obligations or their creation. The Holder of this Note by
accepting this Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Note.
16. Defeasance and Covenant Defeasance.
----------------------------------
The Indenture contains provisions for defeasance of the entire indebtedness on
this Note and for defeasance of certain covenants in the Indenture upon
compliance by the Issuers with certain conditions set forth in the Indenture.
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).
7
18. Cusip Numbers.
-------------
Pursuant to a recommendation promulgated by the Committee on Uniform Securities
Identification Procedures, the Issuers have caused CUSIP Numbers to be printed
on the Notes and have directed the Trustee to use CUSIP numbers in notices of
redemption as convenience to Holders of the Notes. 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.
19. Governing Law.
-------------
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION. EACH OF THE PARTIES
TO THE INDENTURE HAS AGREED TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE OR THIS NOTE.
THE ISSUERS WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: MUZAK LLC, 0000
Xxxxxxxx Xxxxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxxx XX, Esq.
8
ASSIGNMENT
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
(Print or type name, address and Zip Code of assignee)
and irrevocably appoint:
---------------------------------------------------------------
---------------------------------------------------------------
Agent to transfer this Note on the books of the Issuers. The Agent may
substitute another to act for him.
Date: Your Signature:
--------------------- ---------------------------
---------------------------------
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:
-------------------------------
9
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note purchased by the
Issuers pursuant to Section 4.08 or Section 4.15 of the Indenture, check the
appropriate box:
[_] Section 4.08 [_] Section 4.15
If you want to have only part of the Note purchased by the Issuers pursuant to
Section 4.08 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)
---------------------------
Signature Guaranteed
10
