1
EXHIBIT 4.5
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 TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.7 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.
THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES
LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR 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 THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED
STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL 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 UNDER THE SECURITIES ACT.
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CUSIP/CINS 000000XX0
12 1/4% SENIOR SUBORDINATED NOTES DUE 2008
No. A-1 $
SALTON, INC.
promises to pay to Cede & Co. or registered assigns,
the principal sum of
Dollars on April 15, 2008.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
SALTON, INC.
BY:
--------------------------------------
Name:
Title:
BY:
--------------------------------------
Name:
Title:
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This is one of the Global Notes referred to in the within-mentioned Indenture:
XXXXX FARGO BANK MINNESOTA, N.A.,
as Trustee
By: Dated: April 23, 2001
--------------------------
Name:
Title:
4
12 1/4% Senior Subordinated Notes due 2008
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.
5
INTEREST. Salton, Inc. (the "Company"), a Delaware corporation, promises to pay
interest on the principal amount of this Note at 12 1/4% per annum from April
23, 2001 until maturity and shall pay the Liquidated Damages, if any, payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company shall pay interest and Liquidated Damages, if any, semi-annually on
April 15 and October 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes 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 Note 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 October 15, 2001. The Company 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, if any (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.
METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted
interest) and Liquidated Damages, if any, to the Persons who are registered
Holders of Notes at the close of business on the April 1 or October 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture (as herein defined) with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that all payments of principal, premium, if any, interest
and Liquidated Damages, if any, with respect to Notes the Holders of which have
given wire transfer instructions to the Company at least ten business days prior
to the applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.
Such payment shall be 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.
PAYING AGENT AND REGISTRAR. Initially, Xxxxx Fargo Bank Minnesota, N.A., the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company, any of its Subsidiaries or any Guarantor may act in any such capacity.
INDENTURE. The Company issued the Notes under an Indenture dated as of April 23,
2001, as amended or supplemented from time to time ("Indenture"), among the
Company, the Guarantors and the Trustee. The terms of the Notes 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 Notes 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 Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
obligations of the Company limited to $300.0 million in aggregate principal
amount.
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The payment of principal of, and premium, if any, and interest
on, and other Obligations evidenced by, the Notes is subordinated in right of
payment, to the extent and in the manner provided in the Indenture, to the prior
payment in full of all present and future Senior Debt (as defined in the
Indenture) of the Company. Each Holder of this Note, by accepting the same, (i)
agrees to such provisions, (ii) authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (iii) appoints the
Trustee to act as attorney-in-fact for any and all such purposes.
OPTIONAL REDEMPTION.
EXCEPT AS SET FORTH IN SUBPARAGRAPH (b) OF THIS PARAGRAPH 5, THE NOTES WILL NOT
BE REDEEMABLE AT THE COMPANY' OPTION PRIOR TO APRIL 15, 2005. THEREAFTER, THE
NOTES WILL BE SUBJECT TO REDEMPTION AT ANY TIME AT THE OPTION OF THE COMPANY, IN
WHOLE OR IN PART, UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' NOTICE, AT THE
REDEMPTION PRICES (EXPRESSED AS PERCENTAGES OF PRINCIPAL AMOUNT) SET FORTH BELOW
PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON TO THE
APPLICABLE REDEMPTION DATE, IF REDEEMED DURING THE TWELVE-MONTH PERIOD BEGINNING
ON APRIL 15 OF THE YEARS INDICATED BELOW:
YEAR REDEMPTION PRICE
---- ----------------
2005................................................... 106.125%
2006................................................... 103.063%
2007 and thereafter.................................... 100.000%
NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPH (a) OF THIS PARAGRAPH 5, AT ANY
TIME PRIOR TO APRIL 15, 2004, THE COMPANY MAY ON ANY ONE OR MORE OCCASIONS
REDEEM UP TO 35% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED
UNDER THE INDENTURE AT A REDEMPTION PRICE OF 112.25% OF THE PRINCIPAL AMOUNT
THEREOF, PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON, IF
ANY, TO THE REDEMPTION DATE, WITH THE NET CASH PROCEEDS OF ANY PUBLIC EQUITY
OFFERING OF COMMON STOCK OF THE COMPANY; PROVIDED THAT AT LEAST 65% OF THE
AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED ON THE DATE OF THE
INDENTURE REMAIN OUTSTANDING IMMEDIATELY AFTER EACH OCCURRENCE OF SUCH
REDEMPTION; AND PROVIDED FURTHER THAT EACH SUCH REDEMPTION SHALL OCCUR WITHIN 60
DAYS OF THE DATE OF THE CLOSING OF SUCH PUBLIC EQUITY OFFERING.
MANDATORY REDEMPTION.
Except as set forth in paragraph 7 below, the Company shall
not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.
REPURCHASE AT OPTION OF HOLDER.
UPON THE OCCURRENCE OF A CHANGE OF CONTROL, THE COMPANY 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 NOTES AT AN OFFER
PRICE IN CASH EQUAL TO 101% OF THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS
ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES
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THEREON, IF ANY, TO THE DATE OF PURCHASE (THE "CHANGE OF CONTROL PAYMENT").
WITHIN 10 DAYS FOLLOWING ANY CHANGE OF CONTROL, THE COMPANY WILL MAIL A NOTICE
TO EACH HOLDER DESCRIBING THE TRANSACTION OR TRANSACTIONS THAT CONSTITUTE THE
CHANGE OF CONTROL AND OFFERING TO REPURCHASE NOTES ON THE DATE SPECIFIED IN SUCH
NOTICE (THE "CHANGE OF CONTROL PAYMENT DATE"), WHICH DATE SHALL BE NO EARLIER
THAN 30 DAYS AND NO LATER THAN 60 DAYS FROM THE DATE SUCH NOTICE IS MAILED,
PURSUANT TO THE PROCEDURES REQUIRED BY THE INDENTURE AND DESCRIBED IN SUCH
NOTICE.
IF THE COMPANY OR A RESTRICTED SUBSIDIARY CONSUMMATES ANY ASSET SALE FOR WHICH
THE AGGREGATE AMOUNT OF EXCESS PROCEEDS EXCEEDS $5.0 MILLION, THE COMPANY SHALL
BE REQUIRED TO COMMENCE AN OFFER (AN "ASSET SALE OFFER") TO ALL HOLDERS OF NOTES
AND TO ALL HOLDERS OF PARI PASSU NOTES PURSUANT TO SECTION 4.10 OF THE INDENTURE
TO PURCHASE THE MAXIMUM PRINCIPAL AMOUNT OF NOTES AND PARI PASSU NOTES THAT MAY
BE PURCHASED OUT OF THE EXCESS PROCEEDS AT AN OFFER PRICE IN CASH IN AN AMOUNT
EQUAL TO 100% OF THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED AND UNPAID INTEREST
AND LIQUIDATED DAMAGES THEREON, IF ANY, TO THE DATE OF PURCHASE, IN ACCORDANCE
WITH THE PROCEDURES SET FORTH IN THE INDENTURE AND THE AGREEMENTS GOVERNING THE
PARI PASSU NOTES, AS APPLICABLE. TO THE EXTENT THAT ANY EXCESS PROCEEDS REMAIN
AFTER CONSUMMATION OF AN ASSET SALE OFFER, THE COMPANY MAY USE SUCH EXCESS
PROCEEDS FOR ANY PURPOSE NOT OTHERWISE PROHIBITED BY THE INDENTURE. IF THE
AGGREGATE PRINCIPAL AMOUNT OF NOTES AND PARI PASSU NOTES TENDERED IN SUCH ASSET
SALE OFFER SURRENDERED BY HOLDERS THEREOF EXCEEDS THE AMOUNT OF EXCESS PROCEEDS,
THE TRUSTEE SHALL SELECT THE NOTES AND PARI PASSU NOTES TO BE PURCHASED PRO RATA
BASED ON THE AGGREGATE PRINCIPAL AMOUNT OF TENDERED NOTES AND PARI PASSU NOTES.
HOLDERS OF NOTES THAT ARE THE SUBJECT OF AN OFFER TO PURCHASE WILL RECEIVE AN
ASSET SALE OFFER FROM THE COMPANY PRIOR TO ANY RELATED PURCHASE DATE AND MAY
ELECT TO HAVE SUCH NOTES PURCHASED BY COMPLETING THE FORM ENTITLED "OPTION OF
HOLDER TO ELECT PURCHASE" ON THE REVERSE OF THE NOTES.
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 Notes are
to be redeemed at its registered address. Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption
date, interest ceases to accrue on Notes or portions thereof called for
redemption.
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes 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
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the next succeeding Interest Payment Date.
PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes.
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AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture,
the Subsidiary Guarantees or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class. Without the
consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the
Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, to add additional
guarantees with respect to the Notes, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.
DEFAULTS AND REMEDIES. An "Event of Default" occurs if: (i) the Company defaults
in the payment when due of interest on, or Liquidated Damages, if any, with
respect to, the Notes and such default continues for a period of 30 days,
whether or not such payment is prohibited by the provisions of Article X of the
Indenture; (ii) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes, whether or not such payment is prohibited by the
provisions of Article X of the Indenture; (iii) the Company or any of its
Restricted Subsidiaries fail to comply with any of the provisions of Section 5.1
of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fail
for 30 days after written notice from the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes to comply with the provisions
of Sections 3.9, 4.7, 4.9, 4.10 or 4.15 of the Indenture; (v) the Company or any
of its Restricted Subsidiaries fail to observe or perform any other covenant,
representation, warranty or other agreement in the Indenture or the Notes for 60
days after written notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding; (vi) the
Company or any of its Restricted Subsidiaries defaults under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries), whether such Indebtedness or
Guarantee now exists, or is created after the date of the Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default")
or (b) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates without duplication $2.5 million or more; (vii) the
Company or any of its Restricted Subsidiaries fail to pay final judgments
aggregating in excess of $2.5 million (excluding amounts covered by insurance)
which judgments are not paid, discharged or stayed for a period of 60 days;
(viii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Restricted Subsidiaries; or (ix) except as permitted by the
Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect
or any Guarantor denies or disaffirms its obligations under its Subsidiary
Guarantee. 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 Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company or any Restricted Subsidiary, all
outstanding Notes shall be due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.
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Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may in writing direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Notes 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. In the case of any Event of Default
occurring by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Notes pursuant to the optional redemption provisions of the
Indenture, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes. If an
Event of Default occurs prior to April 15, 2005 by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding the prohibition on redemption of the Notes prior to April
15, 2005, then the premium specified in the Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by written notice to the Trustee may on behalf of the
Holders of all of the Notes 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 Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is 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.
TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.
NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, the Guarantees 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 Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.
AUTHENTICATION. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.
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).
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the
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Registration Rights Agreement dated as of April 23, 2001, among the Company, the
Guarantors, Xxxxxx Brothers Inc. and First Union Securities, Inc. (the
"Registration Rights Agreement").
CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes 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 Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.
GUARANTEES. This Note will be entitled to the benefits of certain Guarantees
made for the benefit of the Holders. Reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.
The Company 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:
Salton, Inc.
000 Xxxxxxxx Xxxxxx Xxxxx
Xx. Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
COUNTERPARTS. This Note may be executed by one or more of the parties to this
Note on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
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(Insert assignee's soc. sec. or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
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Date:
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Your signature:
------------------------------------
(Sign exactly as your name appears on the face of
this Note)
Tax Identification No.:
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SIGNATURE GUARANTEE:
------------------------------
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be
determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
12
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.15
If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount you elect to have purchased: $________
Date:
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Your signature:
------------------------------------
(Sign exactly as your name appears on the face of
this Note)
Tax Identification No.:
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SIGNATURE GUARANTEE:
------------------------------
Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be
determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
13
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:
Amount of Principal Amount
decrease in Amount of increase of this Global Note Signature of
Principal in Principal following such authorized officer
Amount Amount of this decrease (or of Trustee or Note
Date of Exchange of this Global Note Global Note increase) Custodian
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