EXHIBIT 4.3
(FACE OF NOTE)
[FORM OF NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE DEPOSITORY OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE
DEPOSITORY, HAS AN INTEREST HEREIN.
CUSIP
ISIN
COMMON CODE
Number
ANTENNA TV S.A.
9 3/4% SENIOR NOTES DUE 2008
Antenna TV S.A., a Greek corporation (societe anonyme) (the "Company", which
term includes any successor corporation), for value received promises to pay to
or registered assigns the principal sum of
Euro, on July 1, 2008.
Interest Payment Dates: January 1 and July 1, commencing January 1, 2002.
Record Dates: June 15 and December 15.
Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers.
ANTENNA TV S.A.
By: _________________________________
By: _________________________________
Certificate of Authentication:
This is one of the 9 3/4% Senior
Notes due 2008 referred to in
the within-mentioned Indenture
Dated:
THE BANK OF NEW YORK,
as Trustee
By: _________________________________
Authorized Signatory
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(REVERSE SIDE)
ANTENNA TV S.A.
9 3/4% SENIOR NOTES DUE 2008
1.INTEREST.
Antenna TV S.A., a Greek corporation (societe anonyme) (the "Company"),
promises to pay interest on the principal amount of this Note semiannually on
January 1 and July 1 of each year (each an "Interest Payment Date"), commencing
on January 1, 2002, at the rate of 9 3/4% per annum. Where interest is to be
calculated with respect to a period of less than a full year, it shall be
calculated on the basis of the actual number of days elapsed divided by the
actual number of days in the period from and including the later of the Issue
Date (as defined) or the last date on which interest was paid to but excluding
the next Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. 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 the original issuance of the Notes.
The Company shall pay interest on overdue principal, and on overdue premium,
if any, and overdue interest, to the extent lawful, at the rate of interest
borne by the Notes.
2.METHOD OF PAYMENT.
The Company will pay interest on this Note provided for in Paragraph 1 above
(except defaulted interest) to the person who is the registered Holder of this
Note at the close of business on the June 15 and December 15 preceding the
Interest Payment Date (whether or not such day is a Business Day). The Holder
must surrender this Note to a Paying Agent to collect principal payments. The
Company will pay principal, premium, if any, and interest in Euro; provided,
however, that the Company may pay principal, premium, if any, and interest by
check payable in such money. It may mail an interest check to the Holder's
registered address.
3.PAYING AGENT AND REGISTRAR.
Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as principal Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to the Holders of the
Notes. Neither the Company nor any of its Subsidiaries or Affiliates may act as
Paying Agent but may act as Registrar or co-registrar.
4.INDENTURE; RESTRICTIVE COVENANTS.
The Company issued this Note under an Indenture dated as of June 18, 2001
(the "Indenture") between the Company and the Trustee. The terms of this Note
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code sections 77aaa-
77bbbb) as in effect on the date of the Indenture. This Note is subject to all
such terms, and the Holder of this Note is referred to the Indenture and said
Trust Indenture Act for a statement of them. All capitalized terms in this
Note, unless otherwise defined, have the meanings assigned to them by the
Indenture.
The Notes are general unsecured senior obligations of the Company limited to
(euro)250,000,000 aggregate principal amount. The Exchange Notes are initially
being issued in the aggregate principal amount of (euro)150,000,000. The
Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of
the Indenture. The Exchange Notes and the Additional Notes are treated as a
single class of securities under the Indenture. The Indenture imposes certain
restrictions on, among other things, the incurrence of indebtedness, the
incurrence of liens, the making of certain investments, mergers and sale of
assets, the payments of dividends on or the repurchase of, capital stock of the
Company and its Subsidiaries, certain other restricted payments by the Company
and its Subsidiaries, certain transactions with, and investments in, its
Affiliates, certain sale-leaseback transactions and a provision regarding
change-of-control transactions.
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5.REDEMPTION; ADDITIONAL AMOUNTS.
The Company may redeem the Notes, in whole or in part, on or after July 1,
2005 at the redemption prices set forth in Section 3.07(a) of the Indenture,
together, in each case, with accrued and unpaid interest to the Redemption
Date.
In addition, at any time, or from time to time, on or prior to July 1, 2004,
the Company may, at its option, use the net proceeds of one or more Public
Equity Offerings to redeem up to 35% of the Notes at a redemption price set
forth in Section 3.07(b); provided, however, that at least 65% of the principal
amount of Notes originally issued (including the original principal amount of
Additional Notes) remains outstanding immediately after any such redemption.
The Company may effect a Tax Redemption of the Notes, as a whole, but not in
part, at 100% of the principal amount thereof as provided in Section 3.07(c) of
the Indenture.
The Company will pay to the Holders such Additional Amounts as may become
payable under Section 4.17 of the Indenture.
6.NOTICE OF REDEMPTION.
Notice of redemption will be mailed via first class mail at least 30
calendar days but not more than 60 calendar days prior to the Redemption Date
to each Holder of Notes to be redeemed at its registered address as it shall
appear on the register of the Notes maintained by the Registrar. On and after
any Redemption Date, interest will cease to accrue on the Notes or portions
thereof called for redemption unless the Company shall fail to redeem any such
Note.
7.OFFERS TO PURCHASE.
The Indenture requires that certain proceeds from Asset Sales be used,
subject to further limitations contained therein, to make an offer to purchase
certain amounts of Notes in accordance with the procedures set forth in the
Indenture. The Company is also required to make an offer to purchase Notes upon
occurrence of a Change of Control in accordance with procedures set forth in
the Indenture.
8.REGISTRATION RIGHTS.
Pursuant to the Registration Rights Agreement among the Company and Salomon
Brothers International Limited, as initial purchaser of the Notes, the Company
will be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for Notes of a separate
series issued under the Indenture (or a trust indenture substantially identical
to the Indenture in accordance with the terms of the Registration Rights
Agreement) which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Notes. The
Holders shall be entitled to receive certain additional interest payments in
the event such exchange offer is not consummated and upon certain other
conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.
9.DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in denominations of
(euro)1,000 and integral multiples thereof. A Holder may register the transfer
or exchange of Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Registrar need not register the transfer of or exchange
any Note selected for redemption or register the transfer of or exchange any
Note for a period of 15 calendar days before a selection of Notes to be
redeemed or any Note after it is called for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.
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10. PERSONS DEEMED OWNERS.
The registered Holder of this Note may be treated as the owner of it for all
purposes.
11. UNCLAIMED MONEY.
If money for the payment of principal, premium or interest on any Note
remains unclaimed for two years, the Trustee or Paying Agent will pay the money
back to the Company at its request. After that, Holders entitled to money must
look to the Company for payment as general creditors unless an "abandoned
property" law designates another person.
12. AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture or the Notes may be modified,
amended or supplemented by the Company and the Trustee with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding and any existing Default or compliance with any provision may be
waived in a particular instance with the consent of the Holders of a majority
in principal amount of the Notes then outstanding. Without the consent of
Holders, the Company, and the Trustee may amend the Indenture or the Notes or
supplement the Indenture for certain specified purposes including providing for
uncertificated Notes in addition to certificated Notes, and curing any
ambiguity, defect or inconsistency, or making any other change that does not
adversely affect the rights of any Holder.
13. SUCCESSOR ENTITY.
When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture and immediately before and thereafter no
Default exists and certain other conditions are satisfied, the predecessor
corporation will be released from those obligations.
14. DEFAULTS AND REMEDIES.
Events of Default are set forth in the Indenture. If an Event of Default
(other than an Event of Default pursuant to Section 6.01(g) or (h) of the
Indenture relating to the Company) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, may declare to be immediately
due and payable the entire principal amount of all the Notes then outstanding
plus accrued but unpaid interest to the date of acceleration; provided,
however, that after such acceleration but before judgment or decree based on
such acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Notes may, under certain
circumstances, rescind and annul such acceleration and its consequences if all
existing Events of Default, other than the nonpayment of principal, premium or
interest that has become due solely because of the acceleration, have been
cured or waived and if the rescission would not conflict with any judgment or
decree. No such rescission shall affect any subsequent Default or impair any
right consequent thereto. In case an Event of Default specified in Section
6.01(g) or (h) of the Indenture relating to the Company occurs, such principal
amount, together with premium, if any, and interest with respect to all of the
Notes, shall be due and payable immediately without any declaration or other
act on the part of the Trustee or the Holders of the Notes.
15. TRUSTEE DEALINGS WITH THE COMPANY.
The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company,
and may otherwise deal with the Company, as if it were not Trustee.
16. NO RECOURSE AGAINST OTHERS.
As more fully described in the Indenture, a director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company or under the Notes or the Indenture or
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for any claim based on, in respect or by reason of, such obligations or their
creation. The Holder of this Note by accepting this Note waives and releases
all such liability. The waiver and release are part of the consideration for
the issuance of this Note.
17. DEFEASANCE AND COVENANT DEFEASANCE.
The Indenture contains provisions for defeasance of the entire indebtedness
on this Note and for defeasance of certain covenants in the Indenture upon
compliance by the Company with certain conditions set forth in the Indenture.
18. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder of a Note 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).
19. ISIN NUMBERS AND COMMON CODES.
The Company has caused ISIN number(s) or Common Code(s) to be printed on the
Notes and has directed the Trustee to use such ISIN number(s) or Common Code(s)
in notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers or codes 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.
20. CONVERSION OF CURRENCY.
Euro are the sole currency of account and payment for all sums payable by
the Company under or in connection with the Notes or the Indenture, including
damages. The Company has agreed that the provisions of Section 10.11 of the
Indenture shall apply to conversion of currency in the case of the Notes and
the Indenture.
21. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.
The Company has appointed CT Corporation System, currently located at 000
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its Authorized Agent upon which
process may be served in any suit, or proceeding with respect to, arising out
of, or relating to, this Note or the Indenture, that may be instituted in any
federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under federal or state securities laws and has
agreed that there shall, at all times, be at least one Agent for service of
process for the Company appointed and acting in accordance with the provisions
of Section 10.10 of the Indenture relating to agent for service of process. To
the extent that the Company has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, the Company has
irrevocably waived such immunity in respect of its obligations under the
Indenture and this Note to the extent permitted by law.
22. GOVERNING LAW.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES.
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THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: ANTENNA TV
S.A., 10-00, Xxxxxxxxx Xxxxxx, 000 00 Xxxxxxxx, Xxxxxx, Xxxxxx, Attention:
Chief Financial Officer.
ASSIGNMENT
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
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(Print or type name, address and zip code of assignee)
and irrevocably appoint:
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Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.
[Check One]
[ ] (a) this Note is being transferred in compliance with the exemption from
registration under the Securities Act provided by Rule 144A
thereunder.
or
[ ] (b) this Note is being transferred other than in accordance with (a)
above and documents are being furnished which comply with the
conditions of transfer set forth in this Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.15 of the Indenture shall have
been satisfied.
Date: Your Signature:
______________________________________
(Sign exactly as your name appears on
the other side of this Note)
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated: ____________________________
NOTICE: To be executed by an
executive officer
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 4.08 or Section 4.15 of the Indenture, check the
appropriate box:
[_] Section 4.08 [_] Section 4.15
If you want to have only part of the Note purchased by the Company pursuant
to Section 4.08 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:
(Euro)
Date:
Your Signature: _____________________
(Sign exactly as your name appears
on the face of this Note)
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