EXHIBIT 1.1
[FORM OF NOTE]
THE PITTSTON COMPANY
7.17% Senior Note due 2008
No. RA-[_____] New York, New York
$[_______] April __, 2002
PPN:
FOR VALUE RECEIVED, the undersigned, The Pittston Company (the
"Company"), a Virginia corporation, hereby promises to pay to [ ], or registered
assigns, the principal sum of [ ] DOLLARS on April __, 2008, with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) from the
date hereof on the unpaid balance thereof at the rate of 7.17% per annum,
payable semiannually on October __ and April __ in each year, until the
principal hereof shall have become due and payable, and (b) on any overdue
payment of principal, any overdue payment of interest (to the extent permitted
by applicable law) and any overdue payment of any premium or Make-Whole Amount
(as defined in the Note Purchase Agreements referred to below), payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand) at a rate per annum from time to time equal to the greater of (i) 9.17%
and (ii) 2% above the rate of interest publicly announced by The Chase Manhattan
Bank from time to time at its principal office in New York City as its prime
rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at said principal office of The Chase Manhattan Bank in New York City or
at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreements referred to
below.
This Note is one of a series of 7.17% Senior Notes due 2008 issued
pursuant to separate Note Purchase Agreements dated as of April __, 2002 (as
from time to time amended, the "Note Purchase Agreements") between the Company
and the respective Purchasers named therein and is entitled to the benefits
thereof. This Note is also entitled to the benefits of certain Subsidiary
Guarantees heretofore and from time to time hereafter executed and delivered
pursuant to the Note Purchase Agreements. Each holder of this Note will be
deemed, by its acceptance hereof, to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreements.
This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer or
exchange, accompanied by a written instrument of transfer duly executed by the
registered holder hereof or such holder's attorney duly authorized in writing, a
new Note of the same series for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration
2
of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.
The Company is required to make prepayments of principal, and may
make optional prepayments of principal in whole or from time to time in part, at
the times and on the terms specified in the Note Purchase Agreements, but not
otherwise.
If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable premium or Make-Whole Amount) and with the effect provided in the
Note Purchase Agreements.
This Note shall be construed and enforced in accordance with, and
the rights of the Company and the holder hereof shall be governed by, the laws
of the State of New York, excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
THE PITTSTON COMPANY
By
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Name:
Title:
