EXHIBIT 4.2
-----------
[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 DEPOSITARY OR A
NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO HOLDINGS OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANS-ACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO THE ISSUER OR ITS
SUBSIDIARIES, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONA-
XXX BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(III) OUT-SIDE OF THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE
PROVISIONS OF RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RE-SALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S.
FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE,
DETERMINATION OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO
1
MATURITY OF THE NOTES, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF THE ISSUER
AT THE ADDRESS SET FORTH ON THE REVERSE OF THIS NOTE.
2
TELEMUNDO HOLDINGS, INC.
_________________
11 1/2% SENIOR DISCOUNT NOTES DUE 2008, SERIES A
CUSIP No. 87944F AA O
No. ___________ $
Telemundo Holdings, Inc., a corporation incorporated under the laws of
the State of Delaware (herein called "Holdings," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________ or registered assigns, the
principal sum of _______________ Dollars on August 15, 2008, at the office or
agency of Holdings referred to below. The Notes are general unsecured
obligations of Holdings, limited to $218,838,000 aggregate principal amount at
maturity, and will mature on August 15, 2008. The Notes will accrete at a rate
of 11 1/2% per annum to 100% of the principal amount at maturity by August 15,
2003. Except as described below under "Registration Rights," no cash interest
will accrue on the Notes prior to August 15, 2003. Cash interest will accrue on
the Notes at the rate per annum shown above from August 15, 2003, or from the
most recent date to which interest has been paid or provided for, payable
semiannually on February 15 and August 15 of each year, commencing February 15,
2004 (each, an "Interest Payment Date"), to Holders of record at the close of
business on the February 1 or August 1 immediately preceding the Interest
Payment Date. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on February 1 and
August 1 (each, a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the Notes, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice of which shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of Holdings maintained for that
purpose in the Borough of Manhattan in The City of New York, State of New York,
or at such other office or agency of Holdings as may be maintained for such
purpose, 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; provided,
however, that payment of interest may be made at the option of Holdings by check
mailed to the address of the person entitled thereto as such address shall
appear on the Note Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof.
3
Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, Holdings has caused this instrument to be duly
executed.
TELEMUNDO HOLDINGS, INC.
Dated:
By: ____________________________________________
Name:
Title:
By: ____________________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 11 1/2% Senior Discount Notes Due 2008, Series A,
referred to in the within-mentioned Indenture.
BANK OF MONTREAL TRUST COMPANY,
as Trustee
By: ____________________________________________
Authorized Signatory
5
[REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of Notes
---------
of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series A
(herein called the "Initial Notes"). The Notes are limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount at
maturity to $218,838,000, which may be issued under an indenture (herein called
the "Indenture"), dated as of August 12, 1998, between Holdings and Bank of
Montreal Trust Company, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of Holdings, the Trustee and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes (including the Exchange Notes referred to below), issued in exchange for
the Initial Notes pursuant to the Registration Rights Agreement. The Initial
Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a
single class of securities under the Indenture.
All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
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 (the
"TIA"). Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders of Notes are referred to this Indenture and the
TIA for a statement of such terms.
No reference herein to this Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of Holdings, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.
2. Optional Redemption. Except as set forth in the following
-------------------
paragraph, the Notes will not be redeemable at the option of Holdings prior to
August 15, 2003. Thereafter, the Notes will be redeemable, at Holdings' option,
in whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at the following redemption prices (expressed in percentages
of principal amount), plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period commencing on August 15 of the years set forth below:
Redemption
Period Price
------ ----------
2003......................................................................... 105.750%
2004......................................................................... 103.833%
2005......................................................................... 101.917%
2006 and thereafter.......................................................... 100.000%
In addition, at any time and from time to time prior to August 15,
2001, Holdings may redeem in the aggregate up to 35% of the aggregate principal
amount at maturity of the Notes with the Net Cash Proceeds of one or more Public
Equity Offerings at a redemption price equal to 111 1/2% of their Accreted
Value, plus accrued and unpaid interest, if any, at the Redemption Date;
provided, however, that not less than 65% of
6
the aggregate principal amount at maturity of Notes originally issued must
remain outstanding after each such redemption.
In the event that less than all of the Notes are to be redeemed at any
time, selection of such Notes for redemption will be made by the Trustee in
compliance with any applicable requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national securities exchange (or if the Notes are so listed but the
exchange does not impose requirements with respect to the selection of debt
securities for redemption), on a pro rata basis, by lot or by such method as the
Trustee in its sole discretion shall deem fair and appropriate;
provided, however, that no Notes of a principal amount at maturity of $1,000 or
less shall be redeemed in part. The Trustee shall promptly notify Holdings and
the Registrar in writing of the Notes selected for redemption and, in the case
of any Notes selected for partial redemption, the principal amount at maturity
thereof to be redeemed. A new Note in Accreted Value and principal amount equal
to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.
3. Registration Rights. Pursuant to the Registration Rights
-------------------
Agreement by and among Holdings and the Initial Purchasers, Holdings 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 11 1/2% Senior Discount
Notes Due 2008, Series B, of Holdings (herein called the "Exchange Notes"),
which have been registered under the Securities Act, in like principal amount at
maturity and Accreted Value and having identical terms as the Notes (other than
as set forth in this paragraph). The Holders of Notes 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.
4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
------------------
provide that upon the occurrence of a Change of Control and following certain
Asset Dispositions, and subject to certain conditions and limitations contained
therein, Holdings shall make an offer to purchase all or a portion of the Notes
in accordance with the procedures set forth in this Indenture.
5. Defaults and Remedies. If an Event of Default occurs and is
---------------------
continuing, the Accreted Value of all of the Outstanding Notes, plus all accrued
and unpaid interest, if any, to and including the date the Notes are paid, may
be declared due and payable in the manner and with the effect provided in this
Indenture.
6. Defeasance. The Indenture contains provisions (which provisions
----------
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
Holdings on this Note and (b) certain restrictive covenants and related Defaults
and Events of Default, in each case upon compliance by Holdings with certain
conditions set forth therein.
7. Amendments and Waivers. The Indenture permits, with certain
----------------------
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of Holdings and the rights of the Holders under the
Indenture at any time by Holdings and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount at
maturity of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages of the principal
amount at maturity of the Notes at the time Outstanding, on behalf of the
Holders of all the Notes, to waive compliance by Holdings with certain
provisions of the Indenture and certain past Defaults under the Indenture and
this Note and their consequences. Any such consent or waiver by or on behalf of
the Holder of the Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.
7
8. Denominations, Transfer and Exchange. The Notes are issuable only
------------------------------------
in registered form without coupons in denominations of $1,000 principal amount
at maturity and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount at maturity and Accreted Value of Notes of a
different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of Holdings, upon surrender of this Note for registration of transfer at the
office or agency of Holdings maintained for such purpose in the Borough of
Manhattan in The City of New York, State of New York, or at such other office or
agency of Holdings as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to Holdings
and the Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount at maturity and
Accreted Value, will be issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but Holdings may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
9. Persons Deemed Owners. Prior to and at the time of due
---------------------
presentment of this Note for registration of transfer, Holdings, the Trustee and
any agent of Holdings or the Trustee may treat the person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note shall be overdue, and neither Holdings, the Trustee nor any agent shall be
affected by notice to the contrary.
10. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
-------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Holdings will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: TELEMUNDO
HOLDINGS, INC., c/o Telemundo Group, Inc., 0000 Xxxx 0xx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Esq.
8
ASSIGNMENT FORM
If you the holder want to assign this Note, fill in the form below and have your
signature guaranteed:
I or we assign and transfer this Note to
________________________________________________________________________________
(Insert assignee's social security or tax ID number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
________________________________________________________________________________
agent to transfer this Note on the books of Holdings. The agent may substitute
another to act for such agent.
In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the date two years (or such shorter period of time as
permitted by Rule 144 under the Securities Act or any successor provision
thereunder) after the later of the original issuance date appearing on the face
of this Note (or any predecessor Note) or the last date on which Holdings or any
Affiliate of Holdings was the owner of this Note (or any predecessor Note), the
undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer and that:
[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.
9
If none of the foregoing boxes is checked and, in the case of (b) above, if the
appropriate document is not attached or otherwise furnished to the Trustee, 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 3.16 and Section
3.17 of this Indenture shall have been satisfied.
________________________________________________________________________________
Date: _________________ Your signature: ____________________________________
(Sign exactly as your name appears on
the other side of this Note)
By: ___________________________________
NOTICE: To be executed
by an executive officer
Signature Guarantee: ___________________________________________________________
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.
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 Holdings as the
undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) 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
10
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by Holdings pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:
Section 10.10 [ ] Section 10.15 [ ]
If you wish to have a portion of this Note purchased by Holdings
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:
$____________________________________________________________________________
_____________________________________________________________________________
Date: ______________ Your signature: __________________________________
(Sign exactly as your name appears on
the other side of this Note)
By:_________________________________
NOTICE: To be executed
by an executive officer
Signature Guarantee: ____________________
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.
11
TELEMUNDO HOLDINGS, INC.
_________________
11 1/2% SENIOR DISCOUNT NOTES DUE 2008, SERIES B
CUSIP No. 87944F AB 8
No. ___________ $
Telemundo Holdings, Inc., a corporation incorporated under the laws of
the State of Delaware (herein called "Holdings," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________ or registered assigns, the
principal sum of _______________ Dollars on August 15, 2008, at the office or
agency of Holdings referred to below. The Notes are general unsecured
obligations of Holdings, limited to $218,838,000 aggregate principal amount at
maturity, and will mature on August 15, 2008. The Notes will accrete at a rate
of 11 1/2% per annum to 100% of the principal amount at maturity by August 15,
2003. Except as described below under "Registration Rights," no cash interest
will accrue on the Notes prior to August 15, 2003. Cash interest will accrue on
the Notes at the rate per annum shown above from August 15, 2003, or from the
most recent date to which interest has been paid or provided for, payable
semiannually on February 15 and August 15 of each year, commencing February 15,
2004 (each, an "Interest Payment Date"), to Holders of record at the close of
business on the February 1 or August 1 immediately preceding the Interest
Payment Date. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on February 1 and
August 1 (each, a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the Notes, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice of which shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of Holdings maintained for that
purpose in the Borough of Manhattan in The City of New York, State of New York,
or at such other office or agency of Holdings as may be maintained for such
purpose, 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; provided,
however, that payment of interest may be made at the option of Holdings by check
mailed to the address of the person entitled thereto as such address shall
appear on the Note Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof.
Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
1
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, Holdings has caused this instrument to be duly
executed.
Dated: TELEMUNDO HOLDINGS, INC.
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 11 1/2% Senior Discount Notes Due 2008, Series B,
referred to in the within-mentioned Indenture.
BANK OF MONTREAL TRUST COMPANY
as Trustee
By: ____________________________________
Authorized Signature
3
[REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of Notes
---------
of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series B
(herein called the "Initial Notes"). The Notes are limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount at
maturity to $218,838,000, which may be issued under an indenture (herein called
the "Indenture"), dated as of August 12, 1998, between Holdings and Bank of
Montreal Trust Company, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of Holdings, the Trustee and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes (including the Exchange Notes referred to below), issued in exchange for
the Initial Notes pursuant to the Registration Rights Agreement. The Initial
Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a
single class of securities under the Indenture.
All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
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 (the
"TIA"). Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders of Notes are referred to the Indenture and the
TIA for a statement of such terms.
No reference herein to the Indenture and no provisions of this Note or
of the Indenture shall alter or impair the obligation of Holdings, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.
2. Optional Redemption. Except as set forth in the following
-------------------
paragraph, the Notes will not be redeemable at the option of Holdings prior to
August 15, 2003. Thereafter, the Notes will be redeemable, at Holdings' option,
in whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at the following redemption prices (expressed in percentages
of principal amount), plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date), if redeemed
during the 12-month period commencing on August 15 of the years set forth below:
Redemption
Period Price
------ ----------
2003...................................................... 105.750%
2004...................................................... 103.833%
2005...................................................... 101.917%
2006 and thereafter....................................... 100.000%
In addition, at any time and from time to time prior to August 15,
2001, Holdings may redeem in the aggregate up to 35% of the aggregate principal
amount at maturity of the Notes with the Net Cash Proceeds of one or more Public
Equity Offerings at a redemption price equal to 111 1/2% of their Accreted
Value, plus accrued and unpaid interest, if any, at the Redemption Date;
provided, however, that not less than 65% of the aggregate principal amount at
maturity of Notes originally issued must remain outstanding after each such
redemption.
In the event that less than all of the Notes are to be redeemed at any
time, selection of such Notes for redemption will be made by the Trustee in
compliance with any applicable requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national securities exchange (or if the Notes are so listed but the
exchange does not impose requirements with respect to the selection
4
of debt securities for redemption), on a pro rata basis, by lot or by such
method as the Trustee in its sole discretion shall deem fair and appropriate;
provided, however, that no Notes of a principal amount at maturity of $1,000 or
less shall be redeemed in part. The Trustee shall promptly notify Holdings and
the Registrar in writing of the Notes selected for redemption and, in the case
of any Notes selected for partial redemption, the principal amount at maturity
thereof to be redeemed. A new Note in Accreted Value and principal amount equal
to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.
3. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
------------------
provide that upon the occurrence of a Change of Control and following certain
Asset Dispositions, and subject to certain conditions and limitations contained
therein, Holdings shall make an offer to purchase all or a portion of the Notes
in accordance with the procedures set forth in the Indenture.
4. Defaults and Remedies. If an Event of Default occurs and is
---------------------
continuing, the Accreted Value of all of the Outstanding Notes, plus all accrued
and unpaid interest, if any, to and including the date the Notes are paid, may
be declared due and payable in the manner and with the effect provided in the
Indenture.
5. Defeasance. The Indenture contains provisions (which provisions
----------
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
Holdings on this Note and (b) certain restrictive covenants and related Defaults
and Events of Default, in each case upon compliance by Holdings with certain
conditions set forth therein.
6. Amendments and Waivers. The Indenture permits, with certain
----------------------
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of Holdings and the rights of the Holders under the
Indenture at any time by Holdings and the Trustee with the consent of the
Holders of not less than a majority of aggregate principal amount at maturity of
the Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages of the principal amount at
maturity of the Notes at the time Outstanding, on behalf of the Holders of all
the Notes, to waive compliance by Holdings with certain provisions of the
Indenture and certain past Defaults under the Indenture and this Note and their
consequences. Any such consent or waiver by or on behalf of the Holder of the
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
7. Denominations, Transfer and Exchange. The Notes are issuable only
------------------------------------
in registered form without coupons in denominations of $1,000 principal amount
at maturity and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount at maturity and Accreted Value of Notes of a
different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of Holdings, upon surrender of this Note for registration of transfer at the
office or agency of Holdings maintained for such purpose in the Borough of
Manhattan in The City of New York, State of New York, or at such other office or
agency of Holdings as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to Holdings
and the Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount at maturity and
Accreted Value, will be issued to the designated transferee or transferees.
No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but Holdings may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
8. Persons Deemed Owners. Prior to and at the time of due
---------------------
presentment of this Note for registration of transfer, Holdings, the Trustee and
any agent of Holdings or the Trustee may treat the person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note shall be overdue, and neither Holdings, the Trustee nor any agent shall be
affected by notice to the contrary.
5
9. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
-------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Holdings will furnish to any Holder of a Note upon written request and
without charge a copy of this Indenture. Requests may be made to: TELEMUNDO
HOLDINGS, INC., c/o Telemundo Group, Inc., 0000 Xxxx 0xx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Esq.
6
ASSIGNMENT FORM
If you the holder want to assign this Note, fill in the form below and have your
signature guaranteed:
I or we assign and transfer this Note to
________________________________________________________________________________
(Insert assignee's social security or tax ID number)____________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
________________________________________________________________________________
agent to transfer this Note on the books of Holdings. The agent may substitute
another to act for such agent.
Date:____________ Your signature: ____________________________________
(Sign exactly as your name appears on
the other side of this Note)
By:__________________________________
NOTICE: To be executed
by an executive officer
Signature Guarantee:___________________________
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.
7
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by Holdings pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:
Section 10.10 [ ] Section 10.15 [ ]
If you wish to have a portion of this Note purchased by Holdings
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:
$_______________________________________________________________________________
________________________________________________________________________________
Date: __________ Your signature: _____________________________________
(Sign exactly as your name appears on
the other side of this Note)
By:___________________________________
NOTICE: To be executed
by an executive officer
Signature Guarantee:____________________
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.
8
