Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE, dated as of May 23, 2001 (this
"SUPPLEMENTAL INDENTURE"), between CITIZENS COMMUNICATIONS COMPANY, a Delaware
corporation (the "ISSUER"), and THE CHASE MANHATTAN BANK, a corporation duly
organized and existing under the laws of the State of New York, as trustee (the
"TRUSTEE").
W I T N E S S E T H
WHEREAS, the Issuer and the Trustee have duly executed and delivered an
Indenture, dated as of May 23, 2001 (the "INDENTURE"), providing for the
authentication, issuance, delivery and administration of unsecured debentures,
notes or other evidences of indebtedness to be issued in one or more series by
the Issuer (the "SECURITIES");
WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to
provide for the establishment of two new series of Securities (the "NOTES") to
be issued under the Indenture in an aggregate principal amount of up to
$1,750,000,000, which may be authenticated and delivered as provided in the
Indenture;
WHEREAS, the Issuer desires to supplement and amend the provisions of
the Indenture to issue the Notes;
WHEREAS, Section 8.1 of the Indenture expressly permits the Issuer and
the Trustee to enter into one or more supplemental indentures for the purposes,
inter alia, of establishing the forms and terms of Securities of any series as
permitted by Sections 2.1 and 2.3 of the Indenture or making certain provisions
in the Indenture which the Issuer deems necessary or desirable, and permits the
execution of such supplemental indentures without the consent of the Holders of
any Securities then outstanding;
WHEREAS, for the purposes hereinabove recited, and pursuant to due
corporate action, the Issuer has duly determined to execute and deliver to the
Trustee this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, and legally binding instrument in accordance
with its terms have been done and performed, and the execution and delivery
hereof has been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises, the Issuer and the
Trustee mutually covenant and agree as follows:
SECTION 1. DEFINITIONS.
1.1 All terms contained in this Supplemental Indenture shall, except as
specifically provided herein or except as the context may otherwise require,
have the meanings given to such terms in the Indenture.
1.2 Unless the context otherwise requires, the
following terms shall have the following meanings:
"APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.
"CAPITAL LEASE OBLIGATIONS" means indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles.
The amount of indebtedness will be the capitalized amount of the obligations
determined in accordance with generally accepted accounting principles
consistently applied.
"CUSTODIAN" means The Chase Manhattan Bank, as custodian of the Notes
on behalf of the Depositary.
"DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.
"DEPOSITARY" means The Depository Trust Company or any other depositary
from time to time specified pursuant to the Indenture.
"DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 4 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend.
"GLOBAL NOTES" means, individually and collectively, each of the Global
Notes, substantially in the form of Exhibit A hereto that bears the Global Note
Legend.
"GLOBAL NOTE LEGEND" means the legend set forth in Section 4.3 that is
required to be placed on all Global Notes issued under this Supplemental
Indenture.
"INDIRECT PARTICIPANT" means a person who holds a beneficial interest
in a Global Note through a Participant.
"LIEN" means, with respect to any property or assets (including capital
stock), any mortgage or deed of trust, pledge, lien, hypothecation, assignment,
deposit arrangement, security interest, charge, easement or zoning restriction
that materially impairs usefulness or marketablility, encumbrance, security
arrangement, Capital Lease Obligation, conditional sale, any other agreement
that has the same economic effect with respect to such property or assets
(including capital stock) as any of the above, or any sale and leaseback
transaction.
"PARTICIPANT" means a person who has an account with the Depositary.
"PERMITTED LIENS" means:
(a) Liens securing indebtedness and other obligations under the
Issuer's senior bank financing and senior bank financing of its Restricted
Subsidiaries including guarantees of indebtedness and other obligations under
such senior bank financing up to 20% of the sum of
total consolidated current assets and net property, plant and equipment of the
Issuer as shown on or computed from the most recent quarterly or annual balance
sheet filed by the Issuer with the Securities and Exchange Commission;
(b) Liens existing at the date of this Supplemental Indenture;
(c) Liens that secure debt that a Restricted Subsidiary owes to
the Issuer or to another Restricted Subsidiary;
(d) Liens on property (i) that secure the payment of the purchase
price of such property or (ii) to secure debt incurred for development or
improvement of such property; Liens on property, shares of stock or indebtedness
of any entity that exists when (i) the Issuer acquires the property, (ii) it
becomes a Restricted Subsidiary, (iii) is merged into or consolidated with the
Issuer or a Restricted Subsidiary, or (iii) the Issuer or a Restricted
Subsidiary acquires all or substantially all of the assets of the entity,
provided that no such Lien extends to any other property of the Issuer or a
Restricted Subsidiary; or Liens securing financings in amounts up to the value
of assets, businesses and properties acquired by the Issuer or any Restricted
Subsidiary after the date of this Supplemental Indenture, or any lien upon any
property to secure all or part of the cost of construction thereof or to secured
debt incurred prior to, at the time of, or within twelve months after completion
of such construction or the commencement of full operations thereof (whichever
is later), to provide funds for such purpose;
(e) Liens on property to secure debt incurred for development or
improvement of such property;
(f) Liens securing (i) nondelinquent performance of bids or
contracts (exclusive of bids or contracts for borrowed money, obtaining of
advances or credit or the securing of debt), (ii) contingent obligations on
surety and appeal bonds and (iii) other similar nondelinquent obligations, in
each such case incurred in the ordinary course of business;
(g) Liens securing Capital Lease Obligations, provided that (i)
any such Lien attaches to the property within 270 days after the acquisition
thereof and (ii) such Lien attaches solely to the property so acquired;
(h) Liens arising solely by virtue of any statutory or common law
provision relating to banker's Liens, rights of set-off or similar rights and
remedies as to deposit account or other funds, PROVIDED that such deposit
account is not a dedicated cash collateral account and is not subject to
restrictions against the Issuer's access in excess of those set forth by
regulations promulgated by the Federal Reserve Board and such deposit account is
not intended by the Issuer to provide collateral to the depository institution;
(i) pledges or deposits under worker's compensation laws,
unemployment insurance laws or similar legislation;
(j) statutory and tax Liens for sums not yet due or delinquent or
which are being contested or appealed in good faith by appropriate proceedings;
(k) Liens arising solely by operation of law and in the ordinary
course of business, such as mechanics', materialmen's, warehousemen's and
carriers' Liens and Liens of landlords or of mortgages of landlords on fixtures
and movable property located on premises leased in the ordinary course of
business;
(l) Liens on personal property (other than shares or debt of
Restricted Subsidiaries) securing loans maturing in not more than one year or on
accounts receivables in connection with a receivables financing program; and
(m) extensions, renewals or replacement of any of the Liens
described above, if limited to all or any part of the same property securing the
original Lien.
"REGISTRAR" means the registrar specified from time to time pursuant to
Section 3.2 of the Indenture.
"RESTRICTED SUBSIDIARY" means, as of the date of this Supplemental
Indenture, all Subsidiaries of the Issuer. The Board of Directors of the Issuer
or a duly authorized committee thereof may at any time re-designate a Restricted
Subsidiary to be an Unrestricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such re-designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof. Any
such designation or re-designation by the Board of Directors of the Company or a
committee thereof will be evidenced to the Trustee by the filing with the
Trustee of a certified copy of the resolution of the Board of Directors of the
Company or a committee thereof giving effect to such designation or
re-designation and an officers' certificate certifying that such designation or
re-designation complied with the foregoing condition. The designation of any
Subsidiary as an Unrestricted Subsidiary shall be deemed to include a
designation of all Subsidiaries of such designated Subsidiary as Unrestricted
Subsidiaries; PROVIDED, HOWEVER, that the ownership of the general partnership
interest (or a similar member's interest in a limited liability company) by an
Unrestricted Subsidiary shall not cause a Subsidiary of the Issuer of which more
than 95% of the equity interest is held by the Company or one or more Restricted
Subsidiaries to be deemed an Unrestricted Subsidiary.
"SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement whereby the Issuer or a Restricted Subsidiary would sell or transfer
and then the Issuer or a Restricted Subsidiary would lease back property from
the purchaser or transferee.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SUBSIDIARY" means any corporation, association, partnership, joint
venture, limited liability company or other business entity of which more than
50% of the total voting power of the equity interests (including joint venture
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof or any
partnership of which more than 50% of the partners' equity interests
(considering all partners' equity interests as a single class) is, in each case,
at the time owned or controlled directly or indirectly, by the Issuer or one or
more of the Subsidiaries of the Issuer or any combination thereof.
"UNRESTRICTED SUBSIDIARY" means every Subsidiary of the Issuer that is
not a Restricted Subsidiary.
SECTION 2. TERMS AND CONDITIONS OF THE SECURITIES.
There is hereby authorized the following series of Notes:
2.1 8.50% NOTES DUE 2006.
(a) 8.50 % Notes due 2006 are hereby authorized and designated as
the "8.50% Notes due 2006".
(b) The 8.50% Notes due 2006 shall be in an aggregate principal
amount of $700,000,000 and shall bear interest at a rate of 8.50% per annum,
shall mature on May 15, 2006 and are subject to optional redemption, in whole or
in part, at any time prior to the stated maturity date thereof pursuant to the
terms set forth in the form of Note attached hereto.
(c) The date from which interest will accrue on the 8.50% Notes
due 2006, the interest payment dates of the 8.50% Notes due 2006, the record
date with respect to each payment of interest on the 8.50% Notes due 2006 and
all other terms of the 8.50% Notes due 2006 are set forth in the form of Note
attached hereto.
2.2 . 9.25% NOTES DUE 2011.
(a) 9.25% Notes due 2011 are hereby authorized and designated as
the "9.25% Notes due 2011".
(b) The 9.25% Notes due 2011 shall be in an aggregate principal
amount of $1,050,000,000 and shall bear interest at a rate of 9.25% per annum,
shall mature on May 15, 2011 and are subject to optional redemption, in whole or
in part, at any time prior to the stated maturity date thereof pursuant to the
terms set forth in the form of Note attached hereto.
(c) The date from which interest will accrue on the 9.25% Notes
due 2011, the interest payment dates of the 9.25% Notes due 2011, the record
date with respect to each payment of interest on the 9.25% Notes due 2011 and
all other terms of the 9.25% Notes due 2011 are set forth in the form of Note
attached hereto.
2.3 ISSUANCE OF ADDITIONAL SECURITIES. The Issuer shall be
permitted to amend this Supplemental Indenture in order to increase the
aggregate principal amount of Notes of any series that may be issued hereunder
without the consent of the Holders of Notes of any series so affected.
SECTION 3. FORM OF NOTES.
3.1 FORM OF GLOBAL NOTES. The Notes shall be issued in the form
of Global Notes. Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, as custodian of the Global Notes, in accordance with instructions given
by the Holder thereof as required by Section 4 hereof.
SECTION 4. TRANSFER AND EXCHANGE.
Notwithstanding any provisions to the contrary set forth in
Article Two of the Indenture, the following terms and conditions shall govern
the transfer and exchange of the Notes.
4.1 TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuer for Definitive Notes if (i) the Issuer delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuer within 90 days after the date of such notice from the Depositary, (ii)
the Issuer in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) a Default or Event of Default
shall have occurred and be continuing with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 4 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 4, HOWEVER, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 4.2.
4.2 TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
the Indenture, as supplemented by this Supplemental Indenture, and the
Applicable Procedures. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (a) or (b) below, as
applicable:
(a) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
Beneficial interests in any Global Note may be transferred to persons who take
delivery thereof in the form of a beneficial interest in a Global Note. No
written orders or instructions shall be required to be delivered to the
Registrar to register the transfers described in this Section 4.2(a).
(b) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 4.2(a) above, the transferor of such
beneficial interest must deliver to the Depositary either (1) (A) a written
order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to credit
or cause to be credited a beneficial interest in the Global Note, or in another
Global Note in the case of an exchange, in an amount equal to the beneficial
interest to be transferred or exchanged and (B) instructions given in accordance
with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (2) (A) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (B) instructions given by the Depositary to the Registrar
containing information regarding the person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (A) above.
Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in the Indenture, as supplemented
by this Supplemental Indenture, and the Notes or otherwise applicable under the
Securities Act, the Custodian shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 4.4 hereof.
4.3 LEGEND. Each Global Note issued under this Supplemental
Indenture shall bear a legend on the face of the Global Note in substantially
the following form:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER 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.
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 CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.9 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 4.1 OF THE SUPPLEMENTAL INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY."
4.4 CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Custodian in accordance with Section 2.10 of the
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Custodian or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.
SECTION 5. COVENANTS.
5.1 In connection with the Notes, Section 9.1 of the Indenture is
hereby amended by deleting such section in its entirety and replacing it with
the following:
"LIMITATIONS ON MERGERS, CONSOLIDATIONS AND SALES OF ASSETS. The
Issuer will not consolidate or merge with or into, or sell, lease,
convey or otherwise dispose of all or substantially all of its assets
(including, without limitation, by way of liquidation or dissolution),
in any one transaction or in a series of related transactions, to any
other corporation (in each case other than in a transaction in which
the Issuer is the survivor of a consolidation or merger, or the
transferee in a sale, lease, conveyance or other disposition) unless:
(i) the entity formed by or surviving such consolidation or
merger (if other than the Issuer), or to which such sale, lease,
conveyance or other disposition will be made (collectively, the
"Successor"), is a corporation, limited liability company or other
legal entity organized and existing under the laws of the United States
or any state thereof or the District of Columbia, and the Successor
expressly assumes by supplemental indenture in a form reasonably
satisfactory to the Trustee all of the obligations of the Issuer under
the Notes and the Indenture,
(ii) immediately after giving effect to such transaction or
series of related transactions, no Default or Event of Default has
occurred and is continuing.
The foregoing provisions shall not apply to the disposition by the
Issuer of any or all of the assets that are identified in the Issuer's March 31,
2001 financial statements as discontinued operations or assets held for sale or
the disposition of Electric Lightwave, Inc."
5.2 In addition to the covenants set forth in Article Three of
the Indenture, the following additional covenant will apply to the Issuer in
connection with the Notes.
LIMITATIONS ON LIENS. The Issuer will not and will not cause or
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Liens, other than Permitted Liens, on any of its property or assets (which
includes capital stock), unless contemporaneously therewith or prior thereto all
payments due under the Indenture and the Notes are secured on an equal and
ratable basis with the obligation or liability so secured until such time as
such obligation or liability is no longer secured by a Lien. This Section 5.1(b)
will not apply to secured debt that the Issuer or its Restricted Subsidiaries
may issue, assume or guarantee or permit to exist up to 10% of the value of the
consolidated total assets of the Issuer as shown on or computed from the most
recent quarterly or annual balance sheet filed by the Issuer with the Securities
and Exchange Commission.
SECTION 6. MISCELLANEOUS.
6.1 RATIFICATION OF INDENTURE. The Indenture, as supplemented by
this Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed a part of the Indenture in the manner and
to the extent herein and therein provided.
6.2 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
6.3 COUNTERPARTS. This Supplemental Indenture may be executed in
several counterparts, each of which shall be an original, and all collectively
but one instrument.
6.4 THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed as of the date first above written.
CITIZENS COMMUNICATIONS COMPANY, as Issuer
By: /S/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President Finance and
Treasurer
THE CHASE MANHATTAN BANK, as Trustee
By: /S/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Officer
EXHIBIT A
FORM OF NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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.
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 CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS M AY BE REQUIRED
PURSUANT TO SECTION 2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Citizens Communications Company
____% NOTE DUE 20___
No. __
ORIGINAL ISSUE DATE: ________________
$________________ CUSIP:
Citizens Communications Company, a corporation duly organized and
existing under the laws of the State of Delaware (the "ISSUER"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________ [____________MILLION DOLLARS] on May __, 20___, at
the corporate trust office of The Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay semi-annually in arrears on May __ and
November __ of each year (each, an "INTEREST PAYMENT DATE"), commencing November
__, 20__, and at maturity (or on any
redemption or repayment date) the amount of interest on said principal sum at
said office or agency, in like coin or currency, at the rate per annum specified
in the title of this Note, from May ___, 20__ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for until said
principal sum has been paid or duly provided for. Interest shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.
The interest payable on any Interest Payment Date which is punctually
paid or duly provided for on such Interest Payment Date will be paid to the
person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on May 1 or November 1 (in each case, whether or not a
Business Day), as the case may be (each, a "REGULAR RECORD DATE"), immediately
preceding such Interest Payment Date. Interest payable on this Note which is not
punctually paid or duly provided for on any Interest Payment Date therefor shall
forthwith cease to be payable to the Person in whose name this Note is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date, and such interest may either (i) be paid
to the Person in whose name this Note is registered at the close of business on
a special record date to be established for such payment by the Trustee or (ii)
be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, all as more fully provided
in the Indenture referred to on the reverse hereof.
Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. At the option of the Issuer, interest on the Notes
may be paid by (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the register of holders of the Notes or (ii) at
the expense of the Issuer, by wire transfer to an account maintained by the
Person entitled thereto as specified in writing to The Chase Manhattan Bank, as
trustee (the "TRUSTEE"), by such Person by the applicable record date of the
Notes
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, CITIZENS COMMUNICATIONS COMPANY has caused this
instrument to be signed by its duly authorized officers
Dated: ______, 20___
CITIZENS COMMUNICATIONS COMPANY
By: _______________________________
Title:
(SEAL)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the debt securities of the series designated herein
referred to in the within-mentioned Indenture.
Dated: ______, 20__
THE CHASE MANHATTAN BANK,
as Trustee
By: __________________________
Authorized Officer
[REVERSE OF NOTE]
NOTE DUE
1. INDENTURE. (a) This Note is one of a duly authorized issue of senior
debt securities of the Issuer (hereinafter called the "NOTES") of a series
designated as the ____% Notes Due 20__ of the Issuer, initially in an aggregate
principal amount to $___________, all issued or to be issued under and pursuant
to the Indenture, dated as of May 23, 2001, as supplemented by the First
Supplemental Indenture, dated as of May 23, 2001 (as so amended and
supplemented, the "INDENTURE"), between the Issuer and The Chase Manhattan Bank
(the "TRUSTEE", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Issuer, the Trustee and the holders of the
Notes, and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed The Chase Manhattan bank at its principal
corporate trust office in The City of New York as the paying agent (the "PAYING
AGENT", which term includes any additional or successor Paying Agent appointed
by the Issuer) with respect to the Notes. To the extent not inconsistent
herewith, the terms of the Indenture are hereby incorporated by reference
herein.
(b) Other debentures, notes, bonds or other evidences of indebtedness
(together with the Notes, hereinafter called the "SECURITIES") may be issued
under the Indenture in one or more series, which different series may vary from
the Notes and each other, as in the Indenture provided.
(c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
2. 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 Issuer and the rights of the holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer and the Trustee with the consent of the holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the holder of all Securities of such series, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any 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.
3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.
4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time, upon mailing a notice of such redemption not
less than 30 days and not more than 60 days before the date of redemption to the
holder of this Note as provided for in the Indenture, at a redemption price
equal to the greater of (a) 100% of the principal amount of this Note to be
redeemed then outstanding or (b) as determined by an Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of
principal and interest on the Note to be redeemed (not including any portion of
such payments of interest accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, in
either of the above cases, plus accrued and unpaid interest to the date of
redemption on the Note to be redeemed. For purposes of the foregoing provisions,
the following terms, as used herein have the following meanings:
"ADJUSTED TREASURY RATE" means, with respect to any redemption date:
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (as defined below) (if
no maturity is within three months before or after the Remaining Life (as
defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month); or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date. The Adjusted Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("REMAINING LIFE").
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Issuer.
"REFERENCE TREASURY DEALER" means: each of Xxxxxx Xxxxxxx & Co.
Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc.,
X.X. Xxxxxx Securities Inc., First Union Securities, Inc., Fleet Securities,
Inc. and TD Securities (USA) Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Issuer shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Issuer.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
5. CERTAIN COVENANTS. The Indenture restricts the ability of the Issuer
and its Subsidiaries to incur certain liens, enter into certain sale and
leaseback transactions or merge or consolidate with another company or sell,
lease or convey all or substantially all of the Issuer's assets. These covenants
are subject to the covenant defeasance procedures outlined in the Indenture.
6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing under the Indenture, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.
8. DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered
form without coupons in denominations of $1,000 and any multiple of $1,000 at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denomination.
9. HOLDER AS OWNER. Prior to the due presentment of this Note for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer or the Trustee or any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.
10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any past, present or
future incorporator, shareholder, officer or director, as such, of the Issuer or
of any successor, either directly or through the Issuer, or any successor
corporation,
under any constitution, statute or rule of law or by the enforcement of any
assessment or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
11. LOST,THEFT OR DESTRUCTION. In case any Note shall at any time
become mutilated, defaced or be destroyed, lost or stolen and such Note or
evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as maybe required in
the premises) shall be delivered to the Trustee, a new Note or like tenor will
be issued by the Issuer in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in case of any destroyed
or lost or stolen Note, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that such Note was destroyed or lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of them. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be born by
the owner of the Note mutilated, defaced, destroyed, lost or stolen.
12. GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict of
law provisions thereof.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
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the within Note of Citizens Communications Company and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Citizens Communication Company, with full power of
substitution in the premises.
Dated:
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Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A
NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE
SIGNATURE IS ON FILE WITH AND ACCEPTABLE TO THE TRANSFER
AGENT.
Tax Identification No.:
Signature Guarantee:
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