Exhibit 4.5
EXHIBIT A-1
(Face of Note)
__% [Series__] Subordinated Note due [_____]
[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]
CUSIP:
No: $______________
KULICKE AND XXXXX INDUSTRIES, INC.
promises to pay to ______________ or registered assigns, the principal sum of
______________
Dollars on _____________.
Interest Payment Dates: _____________.
Record Dates: _____________.
Kulicke and Xxxxx Industries, Inc.
By:______________________________________
Name:
Title:
This is one of the Notes referred to in the within-mentioned Indenture:
LaSalle Bank National Association,
as Trustee
By: __________________________________
Authorized Officer
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(Back of Note)
__% [Series __] Subordinated Note due [____]
Capitalized terms used herein have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.
1. INTEREST. Kulicke and Xxxxx Industries, Inc., a Pennsylvania
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at __% per annum from [__________] until maturity. The Company will
pay interest [__________] on _________ and _________ 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 ___________. The Company 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 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 ________ or ________ 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 2.14 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 or without the City and State of New York,
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. 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.
3. PAYING AGENT AND REGISTRAR. Initially, LaSalle Bank National
Association, 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 may act in any such capacity.
4. INDENTURE. The Company issued the Notes under an Indenture dated
as of _____________ (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and in [a Supplemental
Indenture] [resolutions of [the [___] Committee of [the Company's Board of
Directors] dated ______________, and those terms
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made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are general obligations of the Company.
"Notes" means this Note and all other Notes of the series of which this Note is
a part. The Notes are "Securities" within the meaning of the Indenture, and
references in the Indenture to "Securities" (including terms such as "Global
Securities") include the Notes (and any "Global Notes" as used herein).
5. OPTIONAL REDEMPTION.
[(a)] The Notes will not be redeemable at the Company's option prior
to _____________. The Notes may be redeemed, in whole or in part, at the option
of the Company on or after _____________, at the redemption prices specified
below (expressed as percentages of the principal amount thereof), in each case,
together with accrued and unpaid interest, hereon to the date of redemption,
upon not less than 30 nor more than 60 days' notice, if redeemed during the
twelve-month period beginning on ___________ of the years indicated below:
Redemption
Year Price
---- -----
[(b) Notwithstanding the foregoing, prior to ____________, the
Company may, on any one or more occasions, use the net proceeds of one or more
offerings of its capital stock to redeem up to __% of the aggregate principal
amount of all notes that had been issued under the Indenture up to the time of
redemption at a redemption price of __% the principal amount of the notes
redeemed, plus accrued and unpaid interest, to the date of redemption; provided
that, after any such redemption, the aggregate principal amount of the Notes
outstanding (excluding Notes held by the Company and its Subsidiaries) must
equal at least __% of the Notes that had been issued under the Indenture up to
the time of redemption; and provided further, that any such redemption shall
occur within 90 days of the date of closing of such offering of Capital Stock of
the Company.]
6. MANDATORY REDEMPTION. [The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.]
or [Describe mandatory redemption or sinking fund provisions.]
7. 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
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redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.
8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in all appropriate denominations. 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 transfer or exchange any Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, it
need not transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed.
9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.
10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
other series of Securities affected (treating the Notes and such other series as
a single class), and any existing default or compliance with any provision of
the Indenture, the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and other series of
Securities affected (treating the Notes and such other series as a single
class). Without the consent of any Holder of a Note, the Indenture 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 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 SEC in order to effect or
maintain the qualification of the Indenture under the TIA.
11. DEFAULTS AND REMEDIES. Each of the following constitutes an Event
of Default: (i) default by the Company in the payment of interest on the Notes
when the same becomes due and payable and default continues for a period of 30
days; (ii) default by the Company in the payment of the principal of or premium,
if any, on the Notes when the same becomes due and payable at maturity, upon
redemption or otherwise; (3) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes and (4)
certain events of bankruptcy or insolvency with respect to the Company. 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 and other series of
Securities affected (treating the Notes and such other series as a single class)
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
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
then outstanding Notes and other series of Securities affected (treating the
Notes and such other series as a single class) may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any
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continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes and other series of Securities affected (treating
the Notes and such other series as a single class) and other series of
Securities affected (treating the Notes and such other series as a single class)
then outstanding by 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 principal, interest or premium on 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.
12. SUBORDINATION. Each Holder by accepting a Note agrees that the
payment of principal of, premium and interest on each Note 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 Senior Debt (whether outstanding on the date of
the Indenture or thereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Debt.
13. TRUSTEE DEALINGS WITH THE 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.
14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company 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 of Notes 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.
14. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
17. 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.
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The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:
Kulicke and Xxxxx Industries, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxx, Chief Financial Officer
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ____________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
________________________________________________________________________________
Date: ________________
Your
Signature:__________________
(Sign exactly as your name appears
on the face of this Note)
Signature Guarantee.
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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:
Principal
Amount of Amount of Amount of Signature of
decrease in increase in this Global Note authorized
Principal Principal following such officer of
Date of Amount of this Amount of this decrease Trustee or
Exchange Global Note Global Note (or increase) Note Custodian
---------- ---------------- ---------------- ----------------- ----------------
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