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EXHIBIT 4.2
VERIO INC.
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13 1/2% SENIOR NOTES DUE 2004, SERIES B
CUSIP No. __________
No. ___________ $
VERIO INC., a corporation incorporated under the laws of the State of
Delaware (herein called the "Company," which term includes any successor
corporation under this Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________ or registered assigns, the principal
sum of _______________ Dollars on [ ], 2004, at the office or agency of the
Company referred to below, and to pay interest thereon on June 15 and December
15 (each an "Interest Payment Date"), of each year, commencing on December 15,
1997, accruing from the Issue Date or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, at the rate of 13 1/2% per
annum, until the principal hereof is paid or duly provided for. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in this Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the June 1 and
December 1 (each a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the then applicable interest rate borne by the Notes, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) 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 Notes 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 Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
Payment of the principal of, premium, if any, and interest on this Note
will be made at the office or agency of
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the Company maintained for that purpose in the Borough of Manhattan in The City
of New York, State of New York, or at such other office or agency of the Company
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 by check mailed to the address of the person
entitled thereto as such address shall appear on the Note Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof.
Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under this Indenture, or be valid or
obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: VERIO INC.
By:
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Name:
Title:
By:
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Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 13 1/2% Senior Notes due 2004, Series B, referred to
in the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By:
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Authorized Signatory
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[REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of Notes
of the Company designated as its 13 1/2% Senior Notes due 2004, Series B (herein
called the "Unrestricted Notes"). The Notes are limited (except as otherwise
provided in this Indenture referred to below) in aggregate principal amount to
$150,000,000, which may be issued under an indenture (herein called the
"Indenture") dated as of June 24, 1997, by and between the Company and First
Trust National Association, as trustee (herein called the "Trustee," which term
includes any successor Trustee under this Indenture), to which 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, and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes (including the Exchange Notes), issued in exchange for the Initial Notes
pursuant to the Registration Rights Agreement. The Initial Notes and the
Unrestricted Notes are treated as a single class of securities under this
Indenture.
All capitalized terms used in this Note which are defined in this
Indenture and not otherwise defined herein shall have the meanings assigned to
them in this Indenture.
The terms of the Notes include those stated in this Indenture and those
made part of this Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. xx.xx. 77aaa-77bbb) (the "TIA"), as in effect on the date of this
Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to this Indenture
and the TIA for a statement of such terms.
No reference herein to this Indenture and no provisions of this Note or
of this Indenture shall alter or impair the obligation of the Company, 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 Notes will be redeemable, at the option of the
Company, in whole or in part, on or after June 15, 2002 upon not less than 30
nor more than 60 days' written notice at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, to the applicable
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redemption date, if redeemed during the twelve-month period beginning on June 15
of each of the years indicated below:
Year Percentage
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2002............................................ 106.75%
2003............................................ 100.00%
Notwithstanding the foregoing, in the event that after the Issue Date
and prior to June 15, 1999 the Company issues, in one or more transactions,
Capital Stock (other than Disqualified Stock) of the Company to Xxxxxx or one or
more Strategic Equity Investors for aggregate gross cash proceeds of $50.0
million or more (an "Equity Sale"), the Company may redeem, at its option, up to
a maximum of 33 1/3% of the initially outstanding aggregate principal amount of
Notes from the net proceeds thereof at a redemption price equal to 113.5% of the
principal amount of the Notes, together with accrued and unpaid interest to the
date of redemption; provided that not less than $100.0 million aggregate
principal amount of Notes is outstanding following such redemption. Any such
redemption may only be effected once and must be effected upon not less than 30
nor more than 60 days' notice given within 30 days after such Equity Sale.
3. Offers to Purchase. Sections 10.10 and 10.15 of this Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Notes in accordance with the procedures set forth in this Indenture.
4. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal of all of the Outstanding Notes, plus all accrued and
unpaid interest, if any, to and including the date the Notes are paid, may be
declared due and payable in the manner and with the effect provided in this
Indenture.
5. Defeasance. This Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
the Company on 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. This Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
this Indenture at any time by the Company and the Trustee with the consent of
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the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding. This Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company with certain provisions of this Indenture and
certain past Defaults under this Indenture and this 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 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 Notes are issuable only
in registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in this Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.
As provided in this Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note 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 the Borough of
Manhattan in The City of New York, State of New York, 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 Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new 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 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.
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9. GOVERNING LAW. THIS INDENTURE, THIS NOTE AND EACH NOTE GUARANTEE
SET FORTH BELOW SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAW.
The Company will furnish to any Holder of a Note upon written request
and without charge a copy of this Indenture. Requests may be made to: Verio
Inc., 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
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ASSIGNMENT FORM
If you the holder want to assign this Note, fill in the form below and have your
signature guaranteed:
I or we assign and transfer this Note to
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(Insert assignee's social security or tax ID number)
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(Print or type assignee's name, address and zip code) and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for such agent.
Date: Your signature:
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(Sign exactly as your name appears
on the other side of this Note)
By:
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NOTICE: To be executed by an
executive officer
Signature Guarantee:
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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company pursuant
to Section 10.10 or 10.15 of this Indenture, check the appropriate box:
Section 10.10 [ ] Section 10.15 [ ]
If you wish to have a portion of this Note purchased by the
Company pursuant to Section 10.10 or 10.15 of this Indenture, state the amount:
$
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Date: Your signature:
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(Sign exactly as your name appears
on the other side of this Note)
By:
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NOTICE: To be executed by an
executive officer
Signature Guarantee:
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