FACE OF NOTE]
[FACE
OF
NOTE]
THIS
NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT.
THIS
NOTE
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR
BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II)
OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF
THE
OFFERING AND THE DATE OF ORIGINAL ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE
WITH REGULATION S UNDER THE U.S. SECURITIES ACT (OR RULE 144A UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE).
THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) AGREES ON ITS OWN BEHALF AND
ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE DATE
OF
THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL ISSUANCE (OR OF ANY
PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY
APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO CHINA SECURITY & SURVEILLANCE
TECHNOLOGY, INC. (THE “ISSUER”), (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG
AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S.
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (2) AGREES THAT
IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. THIS LEGEND MAY BE REMOVED UPON THE REQUEST OF
THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S.
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
(a
Delaware corporation)
US$
60,000,000
2.00%
Senior Notes due February 16, 2007
Certificate
Number: C - 1
This
certificate (the “Certificate”)
represents a series of Notes in the denomination of US$1,000 each in registered
form issued by China Security & Surveillance Technology, Inc., a Delaware
corporation (herein after called the “Issuer”,
which
term includes any successor corporation), in the principal amount and
identifying number set forth above and designated as specified in the title
(the
“Notes”).
The
Notes have the benefit of, and are subject to, the Notes Purchase Agreement
and
the Terms and Conditions of the Notes (the “Conditions”)
set
forth on the reverse hereof. Terms used herein and not otherwise defined have
the meanings assigned to them in the Conditions.
1. |
Promise
To Pay
|
The
Issuer, for value received, promises to pay on February 16, 2007 or on such
other date as the principal or other amounts in respect of the Notes may become
due under the Conditions to the Noteholder the principal amount of US$60,000,000
and interest (and any additional amounts) thereon at the rate, and at the times,
determined under the Conditions until payment of the principal sum has been
made
in full together with any other amounts as may be payable, all subject to and
under the Conditions.
2. |
Transfers
|
Transfers
of this Note will be recorded in the Note Register maintained by the
Issuer.
3. |
Governing
Law
|
THIS
NOTE
IS GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE
OF NEW YORK.
2
IN
WITNESS whereof this instrument has been duly executed on behalf of the
Issuer.
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
By: | ||||
Name: |
||||
Title: |
By: | ||||
Name: |
||||
Title: |
Dated:
February 8, 2007
3
[REVERSE
OF NOTE]
TERMS
AND CONDITIONS OF THE NOTES
US$60,000,000
2.00% Senior Notes due February 16, 2007 (the “Notes”)
of
China Security & Surveillance Technology, Inc. a Delaware corporation (the
“Issuer”),
was
issued on February 8, 2007 (the “Issue
Date”)
in
favor of the Noteholder. Payments of principal and interest in respect of the
Notes will be made pursuant to Condition 5 of these Terms and Conditions of
the
Notes (the “Conditions”).
References
herein to “dollars”
and
to
the sign “US$”
are
to
United States dollars. In the Conditions, references to “Noteholder”,
“Registered
Holder”
or
“holder”
means
the persons in whose name a Note is registered on the Note Register (as defined
below).
1. STATUS
The
Notes
and all other obligations of the Issuer under the Notes are and at all times
shall remain the general, unsecured and senior obligations of the Issuer ranking
pari
passu
with any
and all of the Issuer’s existing and future unsecured indebtedness that is not
subordinated to the Notes.
2. FORM,
DENOMINATION AND TITLE
(a) Form
and Denomination
The
Notes
will be issued only in registered form and in denominations of US$1,000 and
any
integral multiple thereof. A certificate will be issued in respect of the
registered holding of Notes (the “Certificate”).
Each
Certificate will have an identifying number which will be recorded on the
relevant Certificate and in the register of Noteholders (the “Note
Register”)
which
the Issuer, as registrar (the “Registrar”)
will
keep and maintain.
(b) Title
The
Notes
will be registered instruments, title to which will pass only by registration
in
the Notes Register. The initial Registered Holder of the Notes on the Notes
Register is Citadel Equity Fund Ltd. The Registered Holder of a Note will be
treated as the owner for all purposes (whether or not it is overdue and
regardless of any notice of ownership, trust or any interest or any writing
on,
or the theft or loss of, the Certificate issued in respect of it), and none
of
the Issuer nor any agent thereof (if any) shall be affected by notice to the
contrary.
3. TRANSFERS
OF Notes;
Issue of Certificates
(a) Transfers
4
The
Notes
may be transferred by delivering the Certificate issued in respect of the Notes
duly endorsed, or accompanied by a form of transfer duly completed and signed,
to the Issuer. The form of transfer is attached hereto. The Issuer may decline
to effect any transfer of a Note during the period of 15 days ending on (and
including) the due date for any payment of the principal of, or interest and
any
additional amounts (if any) on, such Note.
(b) Delivery
of New Certificates
Each
new
Certificate to be issued on transfer of Notes will, within three Business Days
of receipt by the Registrar (or the relevant transfer agent, if any) of the
original Certificate and the form of transfer, be mailed by uninsured mail
at
the risk of the holder entitled to the Notes to the address specified in the
form of transfer. Where some but not all the principal amount of the Notes
in
respect of which a Certificate is issued are to be transferred, exchanged or
redeemed, a new Certificate in respect of the principal amount of the Notes
not
so transferred, exchanged or redeemed will, within three Business Days of
deposit or surrender of the original Certificate with or to the Registrar (or
the relevant transfer agent, if any), be mailed by uninsured mail at the risk
of
the holder of the principal amount of the Notes not so transferred, exchanged
or
redeemed to the address of such holder appearing on the Note
Register.
(c) Formalities
Free of Charge
No
service charge shall be made for any registration of transfer or exchange of
Notes but the Issuer may require payment of a sum sufficient to cover any tax
or
other governmental charges that may be imposed.
4. INTEREST
Subject
to Condition 5(d), the Notes bear interest from and including the Issue Date
to
but excluding February 16, 2007 (or such other later date to be mutually agreed
by and between the Issuer and the Noteholder, which in no event shall be later
than 120 days from the Issue Date, the “Maturity
Date”)
at the
rate of 2.00% per annum. Subject to Condition 5(d), interest on the Notes will
be payable on the Maturity Date. The Notes will cease to bear interest from
and
including the date (i) when such Notes have been repaid or cancelled in
accordance with the Conditions, or (ii) from the date that claims on such Notes
have been prescribed.
Interest
on the Notes will be calculated on the basis of a 360-day year consisting of
12
months of 30 days each and, in the case of an incomplete month, the number
of
days elapsed.
5. PAYMENTS
(a) Principal
and Interest
Payment
of principal and interest (and any additional amounts, if any) will be made
in
U.S. dollars to the Registered Holder at the Maturity Date, or to another person
designated by the Registered Holder to receive the principal, interest and
such
additional amounts.
5
(b) Registered
Accounts
A
Noteholder’s registered account means the U.S. dollar account maintained by or
on behalf of such Noteholder with a bank in New York City, details of which
appear on the Note Register at the close of business on the second Business
Day
before the due date for payment and a Noteholder’s registered address means its
address appearing on the Note Register at that time.
(c) Payments
Instruction
Where
payment is to be made by transfer to a registered account, payment instructions
(for value on the due date or, if that is not a Business Day, for value on
the
next succeeding Business Day) will be initiated on the Business Day preceding
the due date for payment or, if later, on the Business Day on which the
Certificate is surrendered at the office of the Issuer.
(d) Interest
Step-Up
The
Issuer shall pay, to the extent lawful, interest (including post-petition
interest in any proceeding under any Bankruptcy Law) at a rate of 6.00% per
annum on (i) any and all principal, interest and premium, if any, which are
due
but not paid on the Maturity Date, from and including the Maturity Date to
but
excluding the date on which the payment in full of such principal, interest
and
premium, if any, is made, and (ii) any and all principal, interest and premium,
if any, outstanding or accrued at the time of the occurrence of any Event of
Default from and including the date of the occurrence of such Event of Default
to but excluding the earlier of (x) the date on which such principal, interest
and premium, if any, are paid in full and (y) the date on which such Event
of
Default ceases to exist.
(e) Delay
in Payment
Noteholders
will not be entitled to any interest or other payment for any delay after the
due date in receiving the amount due if the due date at the place of payment
(or, in the case of the surrender of a Certificate, the place where the
Certificate is surrendered) is not a Business Day or if the Noteholder is late
in surrendering its Certificate (if required to do so).
(f) Legal
Holidays
In
any
case where any repayment date or the Maturity Date shall not be a Business
Day
in the applicable place, then (notwithstanding any other provision of the
Conditions) payment of the principal of, or interest on, the Notes need not
be
made on such date, but may be made on the next succeeding Business Day in such
place with the same force and effect as if made on the repayment date or the
Maturity Date, as the case may be, and no interest will accrue for the period
after such date.
(g) Business
Days
If
any
date for payment of any amount in respect of any Note is not a Business Day,
then the holder thereof shall not be entitled to payment at the place of
presentation of the amount due until the next following Business Day and shall
not be entitled to any interest or other sum in respect of any such delay.
6
6. REPAYMENT
(a) Repayment
at Maturity
Unless
previously redeemed in accordance with this Condition, the Notes will be
redeemed at their principal amount on the Maturity Date.
(b) Mandatory
Prepayment
The
Issuer shall procure that (i) an amount equal to 100% of the net proceeds raised
by it and any of its Subsidiaries from (x) any issue of shares or other equity
securities to third parties (excluding proceeds from any shares issued in
connection with the exercise of warrants outstanding as of the Issue Date)
and
(y) from any issue of bonds (including any convertible bonds or instruments),
notes or other debt instruments or debt securities or of any banking facility
or
shareholder or other loan evidencing borrowed money entered into by it or any
of
its Subsidiaries (excluding up to US$4.0 million of proceeds from drawdown
of
any bank or loan facility existing as of the Issue Date), is (in each case)
immediately applied to the mandatory prepayment of the principal of, and
interest and any additional amount on, the Notes and (ii) that, on or after
the
Maturity Date, any and all cash flows into the Issuer and any of its
Subsidiaries are immediately applied to the mandatory repayment of the principal
of, and interest and any additional amount on, the Notes, if any such amount
is
due and payable with respect to the Notes.
7. TAXATION
All
payments that the Issuer makes under or with respect to the Notes will be made
free and clear of, and without withholding or deduction for or on account of,
any present or future tax, duty, levy, impost, assessment or other governmental
charges (including, without limitation, penalties, interest and other similar
liabilities related thereto) of whatever nature,
other
than any (a) income or franchise taxes imposed on (or measured by) the
Registered Holder’s (or any assignee’s) net income by the United States of
America, or by the jurisdiction under the laws of which the Registered Holder
(or any assignee) is organized or in which its principal office is located
or,
in the case of the Registered Holder (or any assignee), in which its applicable
lending office is located and (b) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which
the Registered Holder (or any assignee) is located (collectively, “Taxes”),
imposed or levied by or on behalf of any jurisdiction
in which
the Issuer or any surviving Person (each, a “Payor”)
is
incorporated, organized or otherwise considered by a taxing authority to be
resident for tax purposes or from or through which any of the foregoing makes
any payment on the Notes or by or within any department or political subdivision
thereof (each, a “Relevant
Taxing Jurisdiction”),
unless the Payor is required to withhold or deduct Taxes by law or by the
interpretation or administration of law. If the Payor is required to withhold
or
deduct any amount for, or on account of, Taxes of a Relevant Taxing Jurisdiction
from any payment under the Note, the Payor will pay to each holder of a Note
such additional amounts as may be necessary in order that the net amount paid
to
such holder will be not less than the amount specified in such Note to which
such holder is entitled.
7
The
Issuer will pay any present or future stamp, court or documentary taxes, or
any
other excise or property taxes, charges or similar levies which arise in any
jurisdiction from the execution, delivery or registration of the Notes or any
other document or instrument referred to therein, or the receipt of any payments
with respect to the Notes, excluding any such taxes, charges or similar levies
imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction (other
than those resulting from, or required to be paid in connection with, the
enforcement of the Notes or any other such document or instrument following
the
occurrence of any Event of Default).
The
foregoing obligations will survive any termination, defeasance or discharge
of
the Notes and will apply mutatis mutandis to any jurisdiction in which any
successor Person to a Payor is organized or any political subdivision or taxing
authority or agency thereof or therein.
8. COVENANTS
(a) The
Issuer hereby acknowledges and agrees that it is subject to, and will comply
with, the covenants applicable to it contained in the Notes Purchase
Agreement.
(b) Subject
to the Noteholder entering into a confidentiality agreement with the Issuer
on
terms reasonably acceptable to the Noteholder and the Issuer, the Issuer shall
notify the Noteholder of any plan of all or a material portion of the
acquisition of assets or securities of another Person if such Person’s assets or
operations are primarily in the People’s Republic of China, including the
Acquisition (each such acquisition, a “Potential
Acquisition”),
and
provide the Noteholder with all material documents pertaining to each Potential
Acquisition, including but not limited to, any and all agreements, memorandums
of understanding, term sheets or letters of intent, whether in draft or executed
form, together with any and all applications, forms or similar documents
(including exhibits, schedules and annexures thereto) prepared for the purpose
of filing or registrations with, or obtaining consents, approvals,
authorizations, licenses or orders of, any Governmental Authority (as defined
in
the Notes Purchase Agreement) under all Applicable Laws (as defined in the
Notes
Purchase Agreement) (the “Acquisition
Documents”)
and
all other material documents reasonably requested by the Noteholder, reasonably
in advance of the consummation of such Potential Acquisition, for the Noteholder
and its counsels to review, and provide comments and suggestions on, the legal
structure contemplated by the Acquisition Documents. The Noteholder shall
provide any such comments to the Issuer as promptly as possible and, in any
event, no later than three (3) business days from the receipt of all Acquisition
Documents provided that the Acquisition Documents are timely delivered by the
Issuer to the Noteholder. The Issuer covenants that it shall reflect, and cause
to be reflected, in such Acquisition Documents and the legal structure
contemplated thereby, any comments and suggestions provided by the Noteholder
and its counsels, that, in the opinion of such counsel, are required or
necessary to comply with all Applicable Laws and all conditions and requirements
under any filings, registrations, consents, approvals, authorizations, licenses
or orders of any Governmental Authority relating to such Potential Acquisition;
provided,
that,
for
the avoidance of doubt, the Issuer shall, at all times, comply with all
Applicable Laws and all conditions and requirements under any filings,
registrations, consents, approvals, authorizations, licenses or orders of any
Governmental Authority relating to any Potential Acquisition. All legal fees
incurred by the Noteholder in connection with such review and comment shall
be
borne by the Noteholder.
8
9. Events
of Default
Each
of
the following constitutes an Event of Default with respect to the
Notes:
(a) failure
by the Issuer to pay on the due date any amount payable by it under the Notes
at
the place and in the currency in which it is expressed to be payable, unless
non-payment is due solely to administrative or technical delays in the
transmission of funds and payment is made within two Business Days of its due
date;
(b) failure
to comply with any other covenant or agreement in the Notes or in any
Transaction Document (other than a failure that is the subject of the foregoing
clause (a) or (j) below), and such failure continues for 7 days after
written notice is given to the Issuer by the holders of not less than 25% in
aggregate principal amount of such Notes then outstanding specifying the
default, demanding that it be remedied and stating that such notice is a “Notice
of Default;”
(c) a
default
by the Issuer or any of its Subsidiaries under any instrument constituting
indebtedness that results in acceleration of the maturity of such indebtedness,
or failure to pay any such indebtedness when due, in an aggregate amount greater
than US$4.0 million or its foreign currency equivalent at the time;
(d) the
Issuer or any of its Subsidiaries:
(1) commences
a voluntary case or gives notice of intention to make a proposal under any
Bankruptcy Law;
(2) consents
to the entry of an order for relief against it in an involuntary case or
consents to its dissolution or winding up;
(3) consents
to the appointment of a receiver, interim receiver, receiver and manager,
liquidator, trustee or custodian of it or for all or substantially all of its
property;
(4) makes
a
general assignment for the benefit of its creditors; or
(5) admits
in
writing its inability to pay its debts as they become due or otherwise admits
its insolvency; and
(e) a
court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:
(1) is
for
relief against the Issuer or any of its Subsidiaries in an involuntary case;
or
9
(2) appoints
a receiver, interim receiver, receiver and manager, liquidator, trustee or
custodian of the Issuer or any of its Subsidiaries, or for all or substantially
all of the property of the Issuer or any of its Subsidiaries; or
(3) orders
the liquidation of the Issuer or any of its Subsidiaries;
(f) any
event
occurs with respect to the Shareholder which is equivalent or analogous to
any
of the events described in sub-clauses (d) and (e) above;
(g) any
default by the Issuer or the Shareholder in the performance of any of its
obligations under the Share Pledge Agreement or the Notes Purchase Agreement,
which adversely affects the enforceability, validity, perfection or priority
of
the Collateral or which adversely affects the condition or value of the
Collateral;
(h) it
becomes unlawful under any applicable jurisdiction for the Issuer or the
Shareholder to perform any of its obligations under the Transaction
Document;
(i) the
Issuer or the Shareholder denies or disaffirms its obligations under the Share
Pledge Agreement, or the Share Pledge Agreement ceases to be or is not in full
force and effect or Noteholders cease to have a first priority interest in
the
Collateral;
(j) failure
to comply with the covenants provided in Condition 8(b); or
(k) there
occurs an event, circumstance or default which has or could have a Material
Adverse Effect.
10. REMEDIES
(a) Acceleration
If
any
Event of Default occurs and is continuing, the holders of at least 25% in
principal amount of the outstanding Notes may declare the principal of all
of
the Notes, together with all accrued and unpaid interest, premium, if any,
to be
due and payable by notice in writing to the Issuer specifying the respective
Event of Default and that such notice is a notice of acceleration, and the
same
shall become immediately due and payable.
In
the
case of an Event of Default specified in paragraphs (d), (e), or (f) of
Condition 9, all outstanding Notes shall become due and payable immediately
without any further declaration or other act on the part of the Noteholders.
(b) Rescission
The
holders of a majority in principal amount of the then outstanding Notes by
notice to the Issuer may rescind such acceleration and its consequences if
(i)
the rescission would not conflict with any judgment or decree, (ii) all Events
of Default, other than the nonpayment of accelerated principal of, premium,
if
any, and interest on Notes, have been cured or waived as provided in the
Conditions and (iii) all sums paid or advanced by the Noteholders and the
reasonable compensation, expenses, disbursements and advances of the
Noteholders, their agents and counsel have been paid in full. No such rescission
shall affect any subsequent Default or impair any right consequent
thereto.
10
(c) Other
Remedies
If
an
Event of Default occurs and is continuing, the Noteholders may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on such Notes or to enforce the performance of any provision of such
Notes.
11.
CERTAIN
DEFINITIONS
“Bankruptcy
Law”
means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors, or the law of any other jurisdiction relating to bankruptcy,
insolvency, winding up, liquidation, reorganization or relief of
debtors.
“Business
Day”
means
a
day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments in New York and in the relevant place of
presentation.
“Default”
means
an Event of Default or any event or circumstance which would, with the expiry
of
a grace period, the giving of notice or the making of a determination, be an
Event of Default.
“Events
of Default”
means
any event or circumstance described as such in Condition 9 of the
Conditions.
“Notes
Purchase Agreement”
means
the Notes Purchase Agreement dated February 5, 2007 made between the Issuer
and
the Purchaser.
Other
capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Notes Purchase Agreement.
12.
REPLACEMENT
OF Notes
If
any
Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced
at the office of the Issuer upon payment by the claimant of such costs as may
be
incurred in connection therewith and on such terms as to evidence and indemnity
as the Issuer may require. Mutilated or defaced Certificates must be surrendered
before replacements will be issued.
In
the
event any such mutilated, defaced, destroyed, lost or stolen Certificate has
become or is about to become due and payable, the Issuer in its discretion
may,
instead of issuing a new Certificate, pay such Note.
13.
NOTEHOLDER
VOTING AND MODIFICATION
11
The
Conditions may be amended by the Issuer without the consent of any Noteholder
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained therein, or in any manner
necessary or desirable and which shall not adversely affect the interests of
the
Noteholders, to all of which each Noteholder shall consent by acceptance of
the
Notes. Modifications and amendments to the Notes may be made with the consent
of
the holders of at least a majority in aggregate principal amount of the Notes
at
the time outstanding; provided,
however,
that no
such modification or amendment may, without the unanimous consent of the holders
of all Notes, make any “fundamental” change to the terms of the Notes. For
purposes hereof, “fundamental” changes are defined as (i) a change in the stated
maturity of the principal of or the date on which interest or any other payment
is due in respect of the Notes; (ii) a reduction in or cancellation of the
principal amount of or interest on the Notes; (iii) a change in the currency
or
place of payment of the principal of, or interest on, the Notes; (iv) a
reduction in the above-stated percentage of aggregate principal amount of Notes
outstanding necessary to modify or amend the terms of the Notes; or (v) any
impairment of the right to institute any proceedings for the enforcement of
any
payment on or with respect to any Note. In respect of any vote of Noteholders,
a
Noteholder shall have one vote in respect of each US$1,000 outstanding principal
amount of the Notes.
Subject
to the foregoing, the holders of a majority in aggregate principal amount of
the
outstanding Notes may waive compliance by the Issuer with the Conditions, and
may waive any past default under the terms of the Notes except a default in
the
payment of the principal or interest.
In
determining whether the Noteholders of the requisite aggregate principal amount
of the Notes have concurred in any request, consent or waiver under the
Conditions, the Notes that are owned by the Issuer or any Subsidiary or
Affiliate thereof or any other obligor on the Notes with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer
or
any other obligor on the Notes with respect to which such determination is
being
made will be disregarded and deemed not to be outstanding for the purpose of
any
determination.
14. NOTICES
All
notices to the Noteholders shall be validly given if in writing and mailed
by
first class mail to them at their respective addresses in the Note Register.
Any
such notice shall be deemed to have been given on the seventh day after being
so
mailed, unless the receipt by all the relevant Noteholders have been
confirmed.
15. GOVERNING
LAW AND SUBMISSION TO JURISDICTION
The
Notes
are governed by, and shall be construed in accordance with, the laws of the
State of New York.
In
relation to any legal action or proceedings arising out of or in connection
with
the Notes, the Issuer and the Noteholder will irrevocably submit to the
non-exclusive jurisdiction of the New York State and United States Federal
courts sitting in the Borough of Manhattan, the City of New York.
12
Form
of Transfer
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC. (the “Issuer”)
(a
Delaware corporation)
US$60,000,000
2.00%
Senior Notes due February 16, 2007 (Certificate Number C - 1) (the
“Notes”)
FOR
VALUE
RECEIVED, the undersigned hereby transfers the following principal amounts
of
Notes in, and all rights in respect thereof, to the transferee(s) listed
below:
Principal
Amount Transferred, Name, Address and Account
for
Payments of Transferee
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Dated: __________ |
Certifying
Signature:
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Name: |
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Notes:
(i)
A
representative of the Noteholder should state the capacity in which he signs,
e.g., as executor of a decedent’s estate.
(ii)
The
signature of the person effecting a transfer shall conform to any list of duly
authorized specimen signatures supplied by the Noteholder or be certified by a
recognized bank, notary public or in such other manner as the Issuer may
require.