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EXHIBIT 4.4
SYNTHETIC INDUSTRIES, INC.
9 1/4% SERIES B SENIOR SUBORDINATED NOTE DUE 2007
No. ________ CUSIP NO. __________
Synthetic Industries, Inc., a Delaware corporation, promises to
pay to Cede & Co. or registered assigns, the principal sum of ______________
_________________________________________________________ Dollars on
February 15, 2007.
Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1
Reference is hereby made to the further provisions of this Note
set forth herein, which further provisions shall for all purposes have the same
effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated: , 1997
[Seal]
SYNTHETIC INDUSTRIES, INC.
By:
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By:
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Certificate of Authentication:
United States Trust Company of New York, as Trustee,
certifies that this is one of the Global Notes
referred to in the within-mentioned Indenture.
By:
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Authorized Signature
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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN
WHOLE OR IN PART, FOR A SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER
THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE
CIRCUMSTANCES SET FORTH IN SECTION 2.6 OF THE INDENTURE, AND MAY NOT BE
TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.6 OF THE INDENTURE. BENEFICIAL INTEREST IN THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.6 OF THE
INDENTURE.
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SYNTHETIC INDUSTRIES, INC.
9 1/4% SERIES B SENIOR SUBORDINATED NOTE DUE 2007
1. Interest. Synthetic Industries, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 9 1/4% per annum from February 11, 1997 until maturity. The Company
will pay interest semiannually in arrears on February 15 and August 15 of each
year (each an "Interest Payment Date"), or if any such day is not a Business
Day, on the next succeeding Business Day. Interest on the Notes will accrue
from the most recent Interest Payment Date to which interest has been paid or,
if no interest has been paid, from February 11, 1997; 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 August 15, 1997. 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
equal to 1% per annum in excess of the interest rate then in effect to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(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 comprised of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the record date immediately preceding the
Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. The Notes will be payable as to principal,
premium 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 may be made by check mailed to the Holders at their
respective addresses set forth in the register of Holders; provided, that
payment by wire transfer of immediately available/same day funds will be
required with respect to principal, premium and interest on all Global Notes.
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.
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3. Paying Agent and Registrar. Initially, the Trustee will
act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Holder. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar, except that for purposes
of payments on the Notes pursuant to Sections 7 and 8 hereof, neither the
Company nor any of its Affiliates may act as Paying Agent.
4. Indenture. The Company issued the Notes under an
Indenture, dated as of February 11, 1997 (the "Indenture"), between the Company
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. 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 (15 U.S. Code Sections 77aaa-77bbb) as in effect on the
date of the Indenture. Notwithstanding anything to the contrary herein, the
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are unsecured senior
subordinated general obligations of the Company limited to $170,000,000
aggregate principal amount (subject to Section 2.7 of the Indenture).
5. Optional Redemption. The Notes are not redeemable at the
Company's option prior to February 15, 2002. Thereafter, the Notes will be
subject to redemption 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 thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on February 15 of the years indicated below:
Year Percentage
2002 . . . . . . . . . . . . . 104.6250%
2003 . . . . . . . . . . . . . 103.0834%
2004 . . . . . . . . . . . . . 101.5417%
2005 and thereafter . . . . . . 100.0000%
Notwithstanding the foregoing, on or prior to February 15, 2000,
the Company may redeem at any time or from time to time up to 35% of the
aggregate principal amount of the Notes originally issued, at a redemption
price of 109.25% of the principal amount thereof, plus accrued and unpaid
interest thereon to the redemption date, with the net proceeds of one or more
Public Equity Offerings; provided, that at least $110.5 million in aggregate
principal amount of the Notes remain outstanding following each such
redemption; and provided, further, that notice of such redemption shall be
given not later than
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45 days and such redemption shall occur not earlier than 30 days or later than
60 days, after the date of the closing of any such Public Equity Offering.
6. Notice of Redemption. Subject to the provisions of the
Indenture, notice of redemption will be mailed by first class mail to the
Holder's registered address at least 30 days but not more than 60 days before
the redemption date (unless a different notice period is set forth in Section 5
hereof) to each Holder of Notes to be redeemed. If less than all Notes are to
be redeemed at any time, the Trustee shall, unless otherwise set forth in the
Indenture, select the Notes to be redeemed in multiples of $1,000 pro rata, by
lot or in accordance with a method which the Trustee considers to be fair and
appropriate. On and after the redemption date interest ceases to accrue on
Notes or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price together with accrued and unpaid
interest to the redemption date).
7. Change of Control. In the event of a Change of Control of
the Company, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes, at an offer price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon to the
Change of Control Payment Date.
8. Asset Sales. In the event of certain Asset Sales, the
Company may be required to make an Asset Sale Offer to purchase the maximum
principal amount of Notes that may be purchased out of Excess Proceeds, at an
offer price in cash equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest thereon to the date of purchase.
9. Restrictive Covenants. The Indenture imposes certain
limitations on, among other things, the ability of the Company to consolidate
or merge with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets, the ability of
the Company or its Restricted Subsidiaries to dispose of certain assets, to
declare or pay dividends or make certain other distributions and payments, to
make certain investments or purchase, redeem, or otherwise acquire or retire
for value Equity Interests, to incur additional Indebtedness or incur Liens and
to enter into certain transactions with Affiliates, all subject to certain
limitations described in the Indenture.
10. Denominations, Transfer, Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish
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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.
Neither the Company nor the Registrar shall be required to transfer or exchange
any Notes selected for redemption. Also, the Company need not transfer or
exchange any Notes for a period of 15 days before a selection of Notes to be
redeemed.
11. Persons Deemed Owners. The registered Holder of a Note may
be treated as the owner of it for all purposes and neither the Company, the
Trustee nor any Agent shall be affected by notice to the contrary.
12. Unclaimed Money. If money for the payment of principal,
premium or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.
13. Amendment, Supplement, Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender offer of exchange offer for the Notes). Holders of a majority in
principal amount of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all the Notes waive an existing Default or Event of
Default and its consequences, except a continuing Default or Event of Default
in the payment of principal, premium or interest with respect to any Note held
by a non-consenting Holder. Without the consent of any Holder, the Company may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency that does not adversely affect the rights of
any Holder or to provide for uncertificated Notes in addition to or in place of
certificated Notes or to make any change that does not adversely affect the
legal rights of any Holder.
14. Events of Default and Remedies. An Event of Default
generally is: (i) default for 30 days in the payment when due of interest on
any of the Notes, whether or not prohibited by the subordination provisions of
the Indenture; (ii) default in payment when due (whether at maturity, upon
redemption or repurchase, or otherwise) of the principal of or premium, if any,
on any of the Notes, whether or not prohibited by the subordination provisions
of the Indenture; (iii) failure by the Company to comply with certain of its
agreements in the Indenture and the Notes; (iv) failure by the Company or any
Restricted Subsidiary for 30 days after notice to comply with any of its
covenants or agreements in the Indenture or the Notes other than those referred
to in clauses (i), (ii) and (iii) above; (v) default under any mortgage,
indenture or instrument under
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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 (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case described in
clauses (a) and (b) of this subsection (v), 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 $10.0 million or more; (vi) failure by the Company
or any of its Restricted Subsidiaries to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days after their entry; and (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant
Subsidiaries that is a Restricted Subsidiary. Subject to certain limitations
in the Indenture, if an 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 of the principal amount of the Notes, accrued and unpaid
interest thereon and all other Obligations thereunder, to be due and payable
immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, any
Significant Subsidiary that is a Restricted Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Company must furnish an annual
compliance certificate to the Trustee.
15. Trustee Dealings with Company. United States Trust Company
of New York, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company or its respective Subsidiaries or Affiliates with the same rights
it would have if it were not Trustee.
16. No Recourse Against Others. No past, present or future
director, officer, employee, agent or stockholder of the Company, as such,
shall have any liability for any obligations of the Company under the Notes 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 issue of the Notes.
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17. Subordination. The payment of principal, premium and
interest on the Notes will be subordinated in right of payment, as set forth in
the Indenture, to the prior payment in full of all Senior Debt, whether
outstanding on the date of the Indenture or thereafter incurred, and senior or
pari passu in right of payment to, all subordinated Indebtedness whether
outstanding on the date of the Indenture or thereafter incurred.
18. Authentication. This Note shall not be valid until the
Trustee or an authenticating agent signs the certificate of authentication on
the other side of this Note.
19. 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).
20. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to Holder of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.
21. Governing Law. This Note and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed entirely within the State of New
York, without regard to principles of conflicts of law.
22. Indenture. Each Holder, by accepting a Note, agrees to be
bound by all of the terms and provisions of the Indenture, as the same may be
amended from time to time.
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to: Synthetic
Industries, Inc., 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, Attention: Xxxxxx
Xxxxxxxxx, Chief Financial Officer.
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ASSIGNMENT FORM
To assign this Note, fill in the form below and have your signature guaranteed:
I or we assign and transfer this Note to:
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(Insert assignee's social security or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ as agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
Date:
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Signature Guarantee:
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NOTICE: Your Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program; (ii) The New York Stock Exchange
Medallion Program; (iii) The Stock Exchange Medallion Program; or (iv) any
other guarantee program acceptable to the Trustee.
In connection with any transfer of this Note the Holder hereof may be required
by the Indenture to deliver to the Trustee and the Registrar a certification
substantially in the form of Exhibit B to the Indenture.
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FORM OF OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.15 of the Indenture, check the
appropriate box:
Section 4.14 [ ] Section 4.15 [ ]
If you want to have only part of this Note purchased by the
Company pursuant to Section 4.14 or Section 4.15 of the Indenture, state the
amount (in integral multiples of $1,000):
$
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:
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NOTICE: Your Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program; (ii) The New York Stock Exchange
Medallion Program; (iii) The Stock Exchange Medallion Program; or (iv) any
other guarantee program acceptable to the Trustee.
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SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES
The following exchanges of a part of this Global Note for Definitive Notes have
been made:
Principal Amount of Signature of
Amount of decrease in Amount of increase in this Global Note authorized officer
Date of Principal Amount of Principal Amount of following such of Trustee or Note
Exchange this Global Note this Global Note decrease (or increase) Custodian
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