EXHIBIT 4.2
FORM OF NOTE
UNIVERSAL OUTDOOR, INC.
10 1/4% SENIOR SUBORDINATED NOTE
DUE 2006
CUSIP:[ ______________]
No. $
___________
Universal Outdoor, Inc., an Illinois corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to _______
______________________, or registered assigns, the principal sum of ___________
Dollars, on [_________], 2006.
Interest Payment Dates: [_________] and [________] commencing
[___________], 1997.
Record Dates: [________] and [__________]
Reference is made to the further provisions of this Security on the
reverse side, which will, for all purposes, have the same effect as if set forth
at this place.
IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.
Dated: October [__] 1996
UNIVERSAL OUTDOOR, INC., an
Illinois corporation
[Seal]
By:
----------------------------------------
Name:
Title:
Attest: _________________________
Secretary
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FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the within-mentioned
Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee and
Authenticating Agent
By: ____________________________
Authorized Signatory
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UNIVERSAL OUTDOOR INC.
[___]% SENIOR SUBORDINATED NOTE
DUE 2006
Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except 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 or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx) ("DTC"), to the Company 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 requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or 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.(1)
1. INTEREST.
Universal Outdoor, Inc., an Illinois corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Security at the rate of [___]% per annum from October [___], 1996 until
maturity. To the extent it is lawful, the Company promises to pay interest on
any interest payment due but unpaid on such principal amount at a rate of [___]%
per annum compounded semi-annually.
The Company will pay interest semi-annually 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"), commencing
[_________], 1997. Interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid on the
Securities, from the date of issuance. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
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(1) This paragraph should only be added if the Security is issued in global
form.
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2. METHOD OF PAYMENT.
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the [_________] or [_________] immediately preceding the Interest Payment
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. Except as provided below, the Company shall pay principal and
interest in such coin or currency of the United States of America as at the time
of payment shall be legal tender for payment of public and private debts
("Cash"). The Securities will be payable as to principal, premium, if any, and
interest, and the Securities may be presented for registration of transfer or
exchange, at the office or agency of the Company maintained for such purpose
within or without the Borough of Manhattan, 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 addresses set forth in the register of Holders, and
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
Securities and all other Securities the Holders of which shall have provided
wire transfer instructions to an account within the United States to the Company
or the Paying Agent. Until otherwise designated by the Company, the Company's
office or agency will be the corporate trust office of the Trustee presently
located at the Trustee's agency at [_________________________], New York, New
York [_____].
3. PAYING AGENT AND REGISTRAR.
Initially, the United States Trust Company of New York (the "Trustee,"
which term includes any successor Trustee under the Indenture) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar
or co-Registrar.
4. INDENTURE.
The Company issued the Securities under an Indenture, dated as of
October [__], 1996 (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 Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act, as in effect on the date of the Indenture. The Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and said Act for a statement of them. The Securities are senior
subordinated, unsecured general obligations of the Company limited in aggregate
principal amount to
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$200,000,000. The Securities are subordinated in right of payment to certain
other debt obligations of the Company.
5. REDEMPTION.
The Securities may be redeemed, at the option of the Company, in
whole or in part, at any time on or after [_________], 2001, at the Redemption
Price (expressed as a percentage of principal amount) set forth below with
respect to the indicated Redemption Date, together with any accrued but unpaid
interest to the Redemption Date (subject to the right of Holders of record on a
Record Date to receive interest due on the Interest Payment Date that is on or
prior to such Redemption Date). The Securities may not be so redeemed prior to
[_________], 2001, except as provided in the immediately following paragraph.
If redeemed during
the 12-month period
commencing [_________] Redemption Price
---------------------- ----------------
2001 . . . . . . . . . . . . . [_________] %
2002 . . . . . . . . . . . . . [_________] %
2003 . . . . . . . . . . . . [_________] %
2004 and thereafter. . . . . . 100.000%
Notwithstanding the foregoing, prior to [_____________], 1999, upon
any Public Equity Offering or Equity Private Placement, in each case resulting
in Net Cash Proceeds of $100 million or more which are then contributed in full
to the Company, up to $70 million aggregate principal amount of the Securities
may be redeemed at the option of the Company with cash from the Net Cash
Proceeds of such Public Equity Offering or Equity Private Placement, at
[______]% of principal, PROVIDED, HOWEVER, that immediately following such
redemption not less than $130 million aggregate principal amount of the
Securities are outstanding, PROVIDED, FURTHER, that such redemption shall occur
within 120 days of such Public Equity Offering or Equity Private Placement.
Any such redemption will comply with Article III of the Indenture.
6. NOTICE OF REDEMPTION.
Notice of redemption will be sent by first class mail, at least 30
days and not more than 60 days prior to the Redemption Date to the Holder of
each Security to be
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redeemed at such Xxxxxx's last address as then shown upon the registry books of
the Registrar. Securities may be redeemed in part in multiples of $1,000 only.
Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent on such Redemption Date and payment of
the Securities called for redemption is not otherwise prohibited, the Securities
called for redemption will cease to bear interest and the only right of the
Holders of such Securities will be to receive payment of the Redemption Price.
7. DENOMINATIONS; TRANSFER; EXCHANGE.
The Securities are in fully registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of Securities in accordance with the Indenture. No service charge
will be made for any registration of transfer or exchange of the Securities, but
the Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes or other governmental
charge payable in connection therewith. The Registrar need not register the
transfer of or exchange any Securities selected for redemption.
8. PERSONS DEEMED OWNERS.
The registered Holder of a Security may be treated as the owner of it
for all purposes.
9. UNCLAIMED MONEY.
If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Company at its written request. After that, all liability of the Trustee
and any such Paying Agent(s) with respect to such money shall cease.
10. DISCHARGE PRIOR TO REDEMPTION OR MATURITY.
Except as set forth in the Indenture, if the Company irrevocably
deposits with the Trustee, in trust, for the benefit of the Holders, Cash, U.S.
Government Obligations or a combination thereof, in such amounts as will be
sufficient in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
Securities to redemption or maturity and comply with
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the other provisions of the Indenture relating thereto, the Company will be
discharged from certain provisions of the Indenture and the Securities
(including the restrictive covenants described in paragraph 12 below, but
excluding their obligation to pay the principal of and interest on the
Securities).
11. AMENDMENT; SUPPLEMENT; WAIVER.
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may under certain circumstances amend or supplement
the Indenture or the Securities to, among other things, cure any ambiguity,
defect or inconsistency, or make any other change that does not adversely affect
the rights of any Holder of a Security.
12. RESTRICTIVE COVENANTS.
The Indenture imposes certain limitations on the ability of the
Company to, among other things, incur additional Indebtedness and Disqualified
Capital Stock, pay dividends or make certain other restricted payments, enter
into certain transactions with Affiliates, incur Liens, sell assets, merge or
consolidate with any other Person or transfer (by lease, assignment or
otherwise) substantially all of the properties and assets of the Company. The
limitations are subject to a number of important qualifications and exceptions.
The Company must periodically report to the Trustee on compliance with such
limitations.
13. REPURCHASE AT OPTION OF HOLDER.
(a) If there is a Change of Control, the Company shall be required to
offer to purchase on the Change of Control Purchase Date all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the Change of Control Purchase
Date. Holders of Securities will receive a Change of Control Offer from the
Company prior to any related Change of Control Purchase Date and may elect to
have such Securities purchased by completing the form entitled "Option of Holder
to Elect Purchase" appearing below.
(b) The Indenture imposes certain limitations on the ability of the
Company to sell assets. In the event the proceeds from a permitted Asset Sale
exceed certain
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amounts, as specified in the Indenture, the Company generally will be required
either to reinvest the proceeds of such Asset Sale in its business, use such
proceeds to retire debt, or to make an asset sale offer to purchase a certain
amount of each Holder's Securities at 100% of the principal amount thereof, plus
accrued interest, if any, to the purchase date, as more fully set forth in the
Indenture
14. RANKING.
Payment of principal, premium, if any, and interest on the Securities
is subordinated, in the manner and to the extent set forth in the Indenture, to
the prior payment in full of all Senior Debt.
15. SUCCESSORS.
When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.
16. DEFAULTS AND REMEDIES.
If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable in the manner and with the
effect provided in the Indenture. Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest), if it determines that withholding
notice is in their interest.
17. TRUSTEE OR AGENT DEALINGS WITH COMPANY.
The Trustee and each Agent under the Indenture, 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 and such Agent.
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18. NO RECOURSE AGAINST OTHERS.
No direct or indirect stockholder, employee, officer or director, as
such, past, present or future, of the Company or any successor entity shall have
any personal liability in respect of the obligations of the Company under the
Securities or the Indenture by reason of his or its status as such stockholder,
employee, officer or director. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.
19. AUTHENTICATION.
This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Security.
20. ABBREVIATIONS AND DEFINED TERMS.
Customary abbreviations may be used in the name of a Holder of a
Security 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).
21. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
22. ADDITIONAL RIGHTS OF HOLDERS OF SECURITIES.
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:
Universal Outdoor, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Corporate Secretary
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ASSIGNMENT
I or we assign this Security to
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee
_________________________
and irrevocably appoint __________ agent to transfer this Security on the books
of the Company. The agent may substitute another to act for him.
Dated: __________ Signed: __________________________________
_________________________________________________________________
(Sign exactly as name appears on
the other side of this Security)
Signature Guarantee
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** NOTICE: The Signature must be guaranteed by an Institution which is a
member of one of the following recognized Signature Guaranty Programs: (i)
The Securities Transfer Agent Medallion Program (Stamp); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion
Program (SEMP); or (iv) in such other guarantee program acceptable to the
Trustee.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 4.13 or Article X of the Indenture, check the appropriate
box:
/ / Section 4.13
/ / Article X
If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.13 or Article X of the Indenture, as the case
may be, state the amount you want to be purchased: $________
Date: ________________ Signature: ____________________________
(Sign exactly as your name
appears on the other side of
this Security)
Signature Guarantee**
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** NOTICE: The Signature must be guaranteed by an Institution which is a
member of one of the following recognized Signature Guaranty Programs: (i)
The Securities Transfer Agent Medallion Program (Stamp); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion
Program (SEMP); or (iv) in such other guarantee program acceptable to the
Trustee.
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SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(2)
The following exchanges of a part of this Global Security for
Definitive Securities have been made:
Amount of Amount of Principal Amount Signature of
decrease in increase in of this Global authorized officer of
Date of Principal Amount Principal Amount Security following Trustee or
Exchange of this Global of this Global such decrease (or Securities
Security Security increase) Custodian
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(2) This schedule should only be added if the Security is issued in global
form.
