14 1/2% Senior Debentures due 2010
No. ______ $__________
CUSIP NO. _________
Grove Investors LLC and Grove Investors Capital, Inc. promise to pay
to Cede & Co. or registered assigns, the principal sum of __________________
on May 1, 2010.
Interest Payment Dates: February 1, May 1, August 1 and November 1
Record Dates: January 15, April 15, July 15 and October 15
GROVE INVESTORS LLC
By:____________________________
Name:
Title:
GROVE INVESTORS CAPITAL, INC.
By:____________________________
Name:
Title:
Dated: _______________________
This is one of the Global
Debentures referred to in the
within-mentioned Indenture:
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By:___________________________
Authorized Signatory
14 1/2% Senior Debentures due 2010
Unless and until it is exchanged in whole or in part for Debentures
in definitive form, this Debenture may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx) ("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 such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be 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 in as much as the registered owner hereof, Cede & Co., has
an interest herein.
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Grove Investors LLC, a Delaware limited liability
company ("Grove Investors") and Grove Investors Capital, Inc., a Delaware
corporation ("Grove Investors Capital" and together with Grove Investors, the
"Issuers"), promise to pay interest on the principal amount of this Debenture
at 14 1/2% per annum from August 1, 1998 until maturity and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Issuers will pay interest and Liquidated
Damages, if any, quarterly on February 1, May 1, August 1 and November 1
(each an "Interest Payment Date") of each year, or if any such day is not a
Business Day, on the next succeeding Business Day. Interest on the
Debentures will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; PROVIDED
that if there is no existing Default in the payment of interest, and if this
Debenture is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; PROVIDED FURTHER, that the
first Interest Payment Date shall be November 1, 1998. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time
on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time
to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Issuers will pay interest on the
Debentures (except defaulted interest) and Liquidated Damages to the Persons
who are registered Holders of Debentures at the close of business on the
January 15, April 15, July 15 or October 15 next preceding the Interest
Payment Date, even if such Debentures are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Debentures
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or
agency of the Issuers maintained for such purpose within or without the City
and State of New York, or, at the option of the Issuers, payment of interest
and Liquidated Damages may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; PROVIDED that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest, premium and Liquidated Damages on, all Global
Debentures and all other Debentures the Holders of which shall have provided
wire transfer instructions to the Issuers or the Paying Agent. Such payment,
shall be made, at the option of the Issuers, in the form of additional
Debentures or cash, and if made in cash, 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.
3. PAYING AGENT AND REGISTRAR. Initially, United States Trust Company of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers or any of their Subsidiaries may act in any such
capacity.
4. INDENTURE. The Issuers issued the Debentures under an Indenture
dated as of April 29, 1998 ("Indenture") by and among the Issuers and the
Trustee. The terms of the Debentures include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Debentures are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this
Debenture conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Debentures
are general unsecured Obligations of the Issuers limited to $300,000,000 in
aggregate principal amount.
5. OPTIONAL REDEMPTION.
(a) The Issuers shall have the option to redeem the Debentures, in
whole or in part, upon not less than 30 nor more than 60 days' notice, in cash
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on May 1 of the years indicated below:
YEAR PERCENTAGE
---- ----------
2003 . . . . . . . . . . . . . . . . . . . . . . . . 107.250%
2004 . . . . . . . . . . . . . . . . . . . . . . . . 104.833%
2005 . . . . . . . . . . . . . . . . . . . . . . . . 102.417%
2006 and thereafter . . . . . . . . . . . . . . . . . 100.000%
(b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2003, the Issuers may redeem all but
not less than all of the aggregate principal amount of Debentures originally
issued at a redemption price equal to 114.5% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
redemption date.
6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below,
the Issuers shall not be required to make mandatory redemption or sinking
fund payments with respect to the Debentures.
7. REPURCHASE AT OPTION OF HOLDER.
(a) If there is a Change of Control, the Issuers shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Debentures at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Issuers shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.
(b) Holders of Debentures that are the subject of an offer to
purchase will receive a Change of Control Offer or Asset Sale Offer from the
Issuers prior to any related purchase date and may elect to have such Debentures
purchased by completing the form titled "Option of Holder to Elect Purchase"
appearing below.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Debentures are to be redeemed at its registered address. Debentures in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Debentures held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on
Debentures or portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Debentures are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Debentures may be registered and Debentures may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Debenture or portion of a Debenture
selected for redemption, except for the unredeemed portion of any Debenture
being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Debentures for a period of 15 days before a selection of
Debentures to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Debenture may be
treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, or the Debentures may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Debentures and additional Debentures, if any, voting as a single class, and any
existing default or compliance with any provision of the Indenture, the
Subsidiary Guarantees or the Debentures may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Debentures and
additional Debentures, if any, voting as a single class.
Without the consent of any Holder of a Debenture, the Indenture, or the
Debentures may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Debentures in addition to or in
place of certificated Debentures, to provide for the assumption of the
Issuers' obligations to Holders of the Debentures in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Debentures or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, or to provide
for the issuance of additional Debentures in accordance with the limitations
set forth in the Indenture.
12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages on the
Debentures; (ii) default in payment when due of principal of or premium, if
any, on the Debentures when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, (iii) failure by the Issuers to comply with Section 4.07, 4.09, or
4.13 of the Indenture; (iv) failure by the Issuers or any of their Restricted
Subsidiaries for 30 days after notice to the Issuers by the Trustee or the
Holders of at least 25% in principal amount of the Debentures (including
additional Debentures, if any) then outstanding voting as a single class to
comply with certain other agreements in the Indenture or the Debentures; (v)
default under certain other agreements relating to Indebtedness of the
Issuers or any of its Restricted Subsidiaries which default results in the
acceleration of such Indebtedness prior to its express maturity; (vi) certain
final judgments for the payment of money that remain undischarged for a
period of 60 days; (vii) failure by the Company or its Subsidiaries to apply
the proceeds from the Offering as set forth under the caption "Use of
Proceeds" in the Offering Memorandum relating to the Debentures prior to the
10th Business Day after the date of the Indenture; and (viii) certain events
of bankruptcy or insolvency with respect to the Issuers or any of their
Significant Subsidiaries. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Debentures may declare all the Debentures to be due and payable
immediately; PROVIDED that so long as any Indebtedness permitted to be
incurred by any of Grove Investors' Restricted Subsidiaries shall be
outstanding, such acceleration shall not be effective until the earlier of
(i) an acceleration of any such Indebtedness of Grove Investors' Restricted
Subsidiaries or (ii) ten Business Days after receipt by the Issuers of
written notice of such acceleration. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Debentures will become due and payable without
further action or notice. Holders may not enforce the Indenture or the
Debentures except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then
outstanding Debentures may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Debentures notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Debentures then outstanding by notice to
the Trustee may on behalf of the Holders of all of the Debentures waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest
on, or the principal of, the Debentures. The Issuers are required to deliver
to the Trustee annually a statement regarding compliance with the Indenture,
and the Issuers are required upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or
Event of Default.
13. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Issuers or their Affiliates, and may otherwise deal with the Issuers or
their Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. A member, director, officer, employee,
incorporator or stockholder of the Issuers, as such, shall not have any
liability for any obligations of the Issuers under the Debentures or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Debenture waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Debentures.
15. AUTHENTICATION. This Debenture shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL DEBENTURES AND
RESTRICTED DEFINITIVE DEBENTURES. In addition to the rights provided to Holders
of Debentures under the Indenture, Holders of Restricted Global Debentures and
Restricted Definitive Debentures shall have all the rights set forth in the
Registration Rights Agreement dated as of April 29, 1998, between the Issuers
and the parties named on the signature pages thereof or, in the case of
additional Debentures, Holders of Restricted Global Debentures and Restricted
Definitive Debentures shall have the rights set forth in one or more
registration rights agreements, if any, between the Issuers and the other
parties thereto, relating to rights given by the Issuers to the purchasers of
any additional Debentures (collectively, the "Registration Rights Agreement").
18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Debentures and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Debentures
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.
The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:
Grove Investors LLC
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx, Esq.
ASSIGNMENT FORM
To assign this Debenture, fill in the form below: (I) or (we) assign
and transfer this Debenture to (Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ______________________________________________________
to transfer this Debenture on the books of the Issuers. The agent may
substitute another to act for him.
Date: _______________
Your Signature: _________________________
(Sign exactly as your name appears on the face of this Debenture)
Signature Guarantee: ________________________
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Debenture purchased by the Issuers
pursuant to Section 4.10 of the Indenture, check the box below:
/ / Section 4.10
If you want to elect to have only part of the Debenture purchased by
the Issuers pursuant to Section 4.10 of the Indenture, state the amount you
elect to have purchased: $________
Date: _______________
Your Signature: _______________________
(Sign exactly as your name appears on the face of this Debenture)
Signature Guarantee: __________________________
SCHEDULE OF TRANSFERS OR EXCHANGES
OF INTERESTS IN THE GLOBAL DEBENTURE
The following transfers or exchanges of a part of this Global
Debenture for an interest in another Global Debenture or for a Definitive
Debenture, or transfers or exchanges of a part of another Global Debenture or
Definitive Debenture for an interest in this Global Debenture, have been made:
Principal Xxxxxx
Xxxxxx of Amount of of this Global Signature of
decrease in increase in Debenture authorized officer
Principal Amount Principal Amount following such of Trustee or
of this Global of this Global decrease (or Debenture
Date of Exchange Debenture Debenture increase) Custodian
---------------- ---------------- ---------------- ------------------ -------------------
