EXHIBIT A
THE XXXXXX GROUP INC.
% SERIES 5 SENIOR GUARANTEED NOTES DUE [ ]
NO.____ CDN. $__________
THE XXXXXX GROUP INC., a corporation incorporated under the laws of
the Province of British Columbia, Canada (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to [ ] or
registered assigns, the principal sum of __________________ Cdn. Dollars on
[ ], at the offices or agencies of the Company referred to below, and to
pay interest thereon on _________ and _______________, in each year,
commencing on ____________________, accruing from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from the original date of issuance, at the rate of
% per annum, until the principal hereof is paid or duly provided for.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, as defined
below, be paid to the person in who name this Note is registered at the close
of business on the Regular Record Date for such interest, which shall be
[ ]or [ ] (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date (each a "Regular Record Date").
Any such interest not so punctually paid, or duly provided for, and interest
on such unpaid interest at the rate borne by the Notes, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record
Date, and shall be paid to the person in whose name this Note 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, notice of which shall be given
to Holders of Senior Notes not less than 10 days prior to such special record
date.
Payment of the principal of, premium, if any, and interest on this
Note will be made at the offices or agencies of the Company maintained for
that purpose in Vancouver, British Columbia, Toronto, Ontario and Montreal,
Quebec or at such other office or agency of the Company as may be maintained
for such purpose, in lawful money of Canada; PROVIDED, HOWEVER, that payment
of interest may be made at the option of the Company by cheque mailed to the
address of the person entitled thereto as such address shall appear on the
security register maintained by the Trustee.
Reference is hereby made to the further provisions of this Note set
forth on the reverse.
Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual
signature, and a seal has been affixed hereon, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its Corporate seal.
Dated:
THE XXXXXX GROUP INC.
By: __________________________________ C/S
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred
to in the within-mentioned Indenture.
THE TRUST COMPANY OF BANK OF
MONTREAL as TRUSTEE
By: _______________________________________
Authorized Officer
(No writing on this panel except by the Trustee or other Registrar)
_______________________________________________________________________________
Date of Registration In Whose Name Registered Signature of Trustee or
other Registrar
______________________ __________________________ __________________________
______________________ __________________________ __________________________
______________________ __________________________ __________________________
______________________ __________________________ __________________________
[Reverse of note]
The further provisions of this note are as follows:
1. INDENTURE. This Note is one of a duly authorized series of
Senior Notes of the Company designated as its -% Senior Guaranteed Notes due
[ ](the "Senior Notes"), which are issued under an indenture (herein
called the "Indenture") dated as of [ ], among The Xxxxxx Group Inc.,
a British Columbia corporation, as issuer (the "Company"), Xxxxxx Group
International, Inc., a Delaware corporation, as guarantor of the obligations
of the Company under the Indenture (the "Guarantor") and The Trust Company of
Bank of Montreal, a -, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which this Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee, the
Guarantor and the Holders of the Senior Notes, and of the terms upon which
the Senior Notes are, and are to be, authenticated and delivered.
All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings given to
them in the Indenture.
No reference herein to the Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company or
the Guarantor, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Note at the times, place and rate, and
in the coin or currency, herein prescribed.
2. REDEMPTION. [The Senior Notes will not be redeemable at the
option of the Company.]
[(a) OPTIONAL REDEMPTION. The Senior Notes are subject to
redemption, at the option of the Company, as a whole or in part, in
principal amounts of CDN$1,000 or any integral multiple of CDN$1,000,
at any time and in part from time to time upon not less than 30 nor
more than 60 days' prior notice at a Redemption Price equal to the
higher of Canada Yield Price and par, plus, in each case, accrued
and unpaid interest, if any, to (but excluding) the Redemption Date,
all a sprovided in the Indenture.
(b) PARTIAL REDEMPTION. In the event of redemption of this Note
in part only, a new Senior Note or Senior Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.]
3. GUARANTEE. This Note is entitled to a senior Guarantee made
for the benefit of the Holders. Reference is hereby made to the Guarantee
set out below and the Indenture (including, without limitation, Article 10
thereof) for the terms of the Guarantee.
4. DEFAULTS AND REMEDIES. If an Event of Default shall occur and
be continuing, the principal of all of the outstanding Senior Notes, plus all
accrued and unpaid interest, if any, to and including the date the Senior
Notes are paid, may be declared due and payable in the manner and with the
effect provided in the Indenture.
5. DEFEASANCE. The Indenture contains provisions (which
provisions apply to this Note) for defeasance at any time of (a) the entire
indebtedness of the Company and the Guarantor under this Note and (b) certain
restrictive covenants and related Defaults and Events of Default, in each
case upon compliance by the Company with certain conditions set forth therein.
6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Senior Notes of each series at the time outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of each series of the Senior Notes at the time
outstanding, on behalf of the Holders of all the Senior Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past Defaults under the Indenture and this Senior Note and their
consequences. Any such consent or waiver by or on behalf of the Holder of
this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Senior Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
7. DENOMINATIONS, TRANSFER AND EXCHANGE. The Senior Notes are
issuable only in registered form without coupons in denominations of
CDN$1,000 and any integral multiple thereof. As provided in the Indenture
and
subject to certain limitations therein set forth, the Senior Notes are
exchangeable for a like aggregate principal amount of Senior Notes of a
different authorized denomination, as requested by the Holder surrendering
the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the security
register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose
in Vancouver, British Columbia or at such other office or agency of the
Company as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his or her
attorney duly authorized in writing, and thereupon one or more new Senior
Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange or redemption of Senior Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
8. PERSONS DEEMED OWNERS. Prior to and at the time of due
presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the person in
whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note shall be overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.
9. GOVERNING LAW. This Note and the Guarantee shall be governed
by and construed in accordance with the laws of British Columbia and the laws
of Canada applicable therein.
ASSIGNMENT FORM
If you the holder want to assign this Senior Note, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Senior Note to
______________________________________________________________________________
(Insert assignee's social insurance, social security or tax ID number) _______
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Print or type assignee's name, address and postal or zip code) and
irrevocably appoint
______________________________________________________________________________
agent to transfer this Senior 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
other side of this Senior Note)
Signature Guarantee: _________________________________________________________
