Exhibit 4.14
FORM OF NOTE
190
EXHIBIT A
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FORM OF
NOTE
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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND
THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE
BRIDGE FINANCING AGREEMENT DATED AS OF DECEMBER 1, 1999 (AS THE SAME MAYBE
AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS
TERMS, THE "AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED FROM CITATION
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.
THIS INSTRUMENT MAYBE ISSUED WITH ORIGINAL ISSUE
DISCOUNT. THE FOLLOWING PERSON MAY BE CONTACTED REGARDING INFORMATION WITH
RESPECT TO THE ORIGINAL ISSUE DISCOUNT: XXXXXX X. XXXXXXXX, VICE-PRESIDENT AND
ASSISTANT SECRETARY, CITATION CORPORATION, 0 XXXXXX XXXX XXXXXX, XXXXX 000,
XXXXXXXXXX, XXXXXXX 00000.
THIS SECURITY IS SUBJECT TO THE SUBORDINATION
PROVISIONS SET FORTH IN SECTION 2.10 OF THE AGREEMENT.
No. ___ $[___________]
CITATION CORPORATION
Senior Subordinated Increasing Rate Note
CITATION CORPORATION, a Delaware corporation (and
its permitted successors and assigns) (the "Company"), for value received hereby
promises to pay to [____________]., a [________] corporation (the "Holder"), the
principal sum of [______________ ($__________)], in lawful money of the United
States of America and in immediately available funds, on the Maturity Date (as
defined in the Agreement) and to pay interest on the unpaid principal amount, in
like money and funds, for the period commencing on the date of this Note until
payment in full of the principal sum hereof has been made, at the rates per
annum and on the dates and in the manner provided in the Agreement.
This Senior Subordinated Increasing Rate Note is
one of a duly authorized issue of Senior Subordinated Increasing Rate Notes of
the Company (including any Additional Notes, the "Notes") referred to in the
Agreement. Capitalized terms used in this Note have the respective meanings
assigned to them in the Agreement.
The Notes are transferable and assignable to one
or more purchasers in accordance with the limitations set forth in the
Agreement. The Company agrees to issue from time to time replacement Notes in
the form hereof to facilitate such transfers and assignments.
The Company shall keep at its principal office a
register (the "Register") in which shall be entered the names and addresses of
the registered holders of the Notes and particulars of the respective Notes held
by them and of all transfers of such Notes. References to the "Holder" or
"Holders" shall mean the Person listed in the Register as the payee of any Note.
The ownership of the Notes shall be proven by the Register.
Upon the occurrence of an Event of Default, the
principal hereof and accrued interest hereon shall become, or may be declared to
be, forthwith due and payable in the manner, upon the conditions and with the
effect provided in the Agreement.
191
The obligations of the Company hereunder are
subordinated in right of payment to all Designated Senior Debt of the Company,
as such term is defined in the Agreement, to the extent and manner provided for
in Section 2.10 of the Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (WITHOUT GIVING EFFECT TO
THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW TO THE EXTENT SUCH
PRINCIPLES WOULD REQUIRE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION).
THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: December 1, 1999 CITATION CORPORATION
By: __________________________
Name:
Title:
192
