Exhibit 4.4
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CITIZENS COMMUNICATIONS COMPANY
AND
THE CHASE MANHATTAN BANK,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE __, 2001 TO
SENIOR INDENTURE
DATED AS OF MAY 23, 2001
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SECOND SUPPLEMENTAL INDENTURE, dated as of June __, 2001 (this
"SUPPLEMENTAL INDENTURE"), between CITIZENS COMMUNICATIONS COMPANY, a Delaware
corporation (the "ISSUER" or the "COMPANY"), and THE CHASE MANHATTAN BANK, a
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "TRUSTEE").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Issuer and the Trustee have duly executed and delivered
an Indenture, dated as of May 23, 2001 (the "INDENTURE"), providing for the
authentication, issuance, delivery and administration of unsecured debentures,
notes or other evidences of indebtedness to be issued in one or more series by
the Issuer (the "SECURITIES");
WHEREAS, pursuant to the terms of the Indenture, the Issuer desires
to provide for the establishment of a new series of Securities (the "NOTES") to
be issued under the Indenture in an aggregate principal amount of up to
$460,000,000, which may be authenticated and delivered as provided in the
Indenture;
WHEREAS, the Issuer desires to supplement and amend the
provisions of the Indenture to issue the Notes;
WHEREAS, Section 8.1 of the Indenture expressly permits the Issuer
and the Trustee to enter into one or more supplemental indentures for the
purposes, inter alia, of establishing the forms and terms of Securities of any
series as permitted by Sections 2.1 and 2.3 of the Indenture or making certain
provisions in the Indenture which the Issuer deems necessary or desirable, and
permits the execution of such supplemental indentures without the consent of the
Holders of any Securities then outstanding;
WHEREAS, for the purposes hereinabove recited, and pursuant to due
corporate action, the Issuer has duly determined to execute and deliver to the
Trustee this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in accordance with
its terms have been done and performed, and the execution and delivery hereof
has been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises, the Issuer and the
Trustee mutually covenant and agree as follows:
SECTION 1. DEFINITIONS.
1.1 Unless the context otherwise requires:
(a) A term not defined herein that is defined in the Indenture has
the same meaning when used in this Supplemental Indenture;
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(b) A term defined anywhere in this Supplemental Indenture has the
same meaning throughout;
(c) A reference to a Section or Article is to a Section or Article
of this Supplemental Indenture;
(d) The following terms have the meanings given to them in the
Warrant Agreement (also referred to as the Purchase Contract Agreement): (i)
Additional Remarketing; (ii) Authorized Newspaper; (iii) Benchmark Treasury;
(iv) Cash Settlement; (v) Depositary; (vi) Depositary Participant; (vii) Equity
Units; (viii) Failed Final Remarketing; (ix) Failed Initial Remarketing; (x)
Final Remarketing; (xi) Final Remarketing Date; (xii) Global Certificate; (xiii)
Initial Remarketing; (xiv) Initial Remarketing Date; (xv) Purchase Contract;
(xvi) Quotation Agent; (xvii) Redemption Amount; (xviii) Redemption Price; (xix)
Reset Effective Date; (xx) Remarketing Agent; (xxi) Remarketing Agreement;
(xxii) Reset Announcement Date; (xxiii) Reset Agent; (xxiv) Reset Effective
Date; (xxv) Reset Rate; (xxvi) Successful Initial Remarketing; Treasury Equity
Unit; (xxvii) Successful Initial Remarketing;(xxviii) Two-Year Benchmark
Treasury;(xxix) Warrant Agent; and (xxx) Warrant Settlement Date.
1.2 Unless the context otherwise requires, the following terms shall
have the following meanings:
"APPLICABLE PRINCIPAL AMOUNT" means either (1) if the Tax Event
Redemption Date occurs prior to the Warrant Settlement Date, the aggregate
principal amount of Notes that are part of the Equity Units on the Tax
Event Redemption Date or (2) if the Tax Event Redemption Date occurs on or
after the Warrant Settlement Date, the aggregate principal amount of the
Notes outstanding on the Tax Event Redemption Date.
"APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.
"CAPITAL STOCK" means, with respect to any entity, any and all
shares, interests, participations or other equivalents (however
designated) of or in such entity's capital stock or other equity
interests, and options, rights or warrants to purchase such capital stock
or other equity interests, whether now outstanding or issued after the
Issue Date.
"CUSTODIAN" means The Chase Manhattan Bank, as custodian of the
Notes on behalf of the Depositary.
"CUSTODIAL AGENT" means the Bank of New York, as custodial agent
under the Pledge Agreement.
"DEFAULT" means any event that is, or after notice or passage of
time or both would be, an Event of Default.
"DEPOSITARY" means The Depository Trust Company or any other
depositary from time to time specified pursuant to the Indenture.
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"DEFINITIVE NOTE" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 4 hereof,
substantially in the form of Exhibit A hereto.
"GLOBAL NOTES" means, individually and collectively, each of the
Global Notes, substantially in the form of Exhibit B hereto.
"GLOBAL NOTE LEGEND" means the legend set forth in Section 4.3 that
is required to be placed on all Global Notes issued under this
Supplemental Indenture.
"INDIRECT PARTICIPANT" means a person who holds a beneficial
interest in a Global Note through a Participant.
"ISSUE DATE" means the date on which the Notes are originally issued
under this Supplemental Indenture.
"PARTICIPANT" means a person who has an account with the Depositary.
"PLEDGE AGREEMENT" means the Pledge Agreement, dated as of the date
hereof, among The Bank of New York, as Collateral Agent, Securities
Intermediary and Custodial Agent and The Chase Manhattan Bank, as Warrant
Agent.
"QUOTATION AGENT' means any primary U.S. government securities
dealer selected by the Issuer. At the date of this Supplemental Indenture,
it is anticipated that Xxxxxx Xxxxxxx & Co. Incorporated will be the
quotation agent.
"REDEMPTION AMOUNT" means, prior to the Warrant Settlement Date, for
each Note, the product of the principal amount of such Note and a
fraction, the numerator of which is the Treasury Portfolio Purchase Price
and the denominator of which is the Applicable Principal Amount and means,
after the Warrant Settlement Date, the principal amount of such Note.
"REGISTRAR" means the registrar specified from time to time pursuant
to Section 3.2 of the Indenture.
"REMARKETING" means the remarketing of the Notes pursuant to the
Remarketing Procedures.
"REMARKETING PROCEDURES" has the meaning set forth in the
Remarketing Agreement.
"RESTRICTED PAYMENT" means any of the following:
(A) the declaration or payment of any dividend or any other
distribution on Capital Stock of the Issuer; and
(B) the purchase, redemption, or other acquisition or
retirement for value or the making of a liquidation payment of any
Capital Stock of the Issuer.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
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"SUBSIDIARY" means any corporation, association, partnership, joint
venture, limited liability company or other business entity of which more
than 50% of the total voting power of the equity interests (including
joint venture interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof or any partnership of which more than 50% of the partners' equity
interests (considering all partners' equity interests as a single class)
is, in each case, at the time owned or controlled directly or indirectly,
by the Issuer or one or more of the Subsidiaries of the Issuer or any
combination thereof.
"TAX EVENT" means the receipt by the Issuer of an opinion of
counsel, rendered by a law firm having a recognized national tax practice,
to the effect that, as a result of any amendment to, change in or
announced proposed change in the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof
or therein, or as a result of any official administrative decision,
pronouncement, judicial decision or action interpreting or applying such
laws or regulations, which amendment or change is effective or which
proposed change, pronouncement, action or decision is announced on or
after the date of issuance of the Notes, there is more than an
insubstantial increase in the risk that interest payable by the Issuer on
the Notes is not, or within 90 days of the date of such opinion, will not
be, deductible by the Issuer, in whole or in part, for United States
federal income tax purposes.
"TREASURY PORTFOLIO" means, with respect to the applicable principal
amount of Notes, a portfolio of zero-coupon U.S. treasury securities
consisting of (a) principal or interest strips of U.S. treasury securities
that mature on or prior to August 16, 2004 in an aggregate amount at
maturity equal to the applicable principal amount and (b) with respect to
each scheduled interest payment date on the Notes that occurs after the
Tax Event Redemption Date, principal or interest strips of U.S. treasury
securities that mature on or prior to such date in aggregate amount at
maturity equal to the aggregate interest payment that would be due on the
applicable principal amount of the Notes on such date.
"TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York City, a
"primary treasury dealer", to the quotation agent, as defined below, on
the third business day preceding the Tax Event Redemption Date for the
purchase of the Treasury Portfolio for settlement on the Tax Event
Redemption Date.
"WARRANT AGREEMENT" (also referred to as the "PURCHASE CONTRACT
AGREEMENT") means the Warrant Agreement, dated as of the date hereof,
between the Issuer and The Chase Manhattan Bank, as Warrant Agent.
SECTION 2. TERMS AND CONDITIONS OF THE SECURITIES.
There is hereby authorized the following new series of Notes:
2.1 ___% NOTES DUE _________ 2006.
(a) ___% Notes due _________ 2006 are hereby authorized and
designated as the "_____% Notes due _________ 2006".
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(b) The ___% Notes due _________, 2006 shall be in an aggregate
principal amount of up to $___,000,000 and shall bear interest initially at a
rate of ___% per annum, shall mature on _________, 2006 and are subject to
optional redemption, in whole or in part, at any time prior to the stated
maturity date thereof pursuant to the terms set forth in the form of Note
attached hereto. The interest rate payable upon the Note may be reset as
described in Section 8.
(c) The date from which interest will accrue on the ___% Notes due
__________, 2006, the interest payment dates of the ___% Notes due _________,
2006, the record date with respect to each payment of interest on the ___% Notes
due _________, 2006 and all other terms of the ___% Notes due __________, 2006
are set forth in the form of Note attached hereto.
2.2 ISSUANCE OF ADDITIONAL SECURITIES. The Issuer shall be permitted
to amend this Supplemental Indenture in order to increase the aggregate
principal amount of Notes of any series that may be issued hereunder without the
consent of the Holders of Notes of any series so affected.
SECTION 3. FORM OF NOTES.
FORM OF NOTES. So long as any Notes are part of Equity Units, they
shall be issued in the form of Definitive Notes. Notes that are no longer part
of Equity Units shall be issued in the form of Global Notes. Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee, as custodian of the Global Notes, in
accordance with instructions given by the Holder thereof as required by Section
4 hereof.
SECTION 4. TRANSFER AND EXCHANGE.
Notwithstanding any provisions to the contrary set forth in Article
Two of the Indenture, the following terms and conditions shall govern the
transfer and exchange of the Notes.
4.1 TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Issuer for Definitive Notes if (i) the Issuer delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuer within 90 days after the date of such notice from the Depositary, (ii)
the Issuer in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) a Default or Event of Default hall
have occurred and be continuing with respect to the Notes. Upon the occurrence
of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee.
Every Note authenticated and delivered in exchange for, or
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in lieu of, a Global Note or any portion thereof, pursuant to this Section 4
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 4, HOWEVER, beneficial interests in a Global Note may
be transferred and exchanged as provided in Section 4.2.
4.2 TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
the Indenture, as supplemented by this Supplemental Indenture, and the
Applicable Procedures. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (a) or (b) below, as
applicable:
(a) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
Beneficial interests in any Global Note may be transferred to persons who
take delivery thereof in the form of a beneficial interest in a Global
Note. No written orders or instructions shall be required to be delivered
to the Registrar to register the transfers described in this Section
4.2(a).
(b) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 4.2(a) above, the transferor of
such beneficial interest must deliver to the Depositary either (1) (A) a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in the
Global Note, or in another Global Note in the case of an exchange, in an
amount equal to the beneficial interest to be transferred or exchanged and
(B) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited
with such increase or (2) (A) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (B) instructions given by the Depositary to
the Registrar containing information regarding the person in whose name
such Definitive Note shall be registered to effect the transfer or
exchange referred to in (A) above. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global
Notes contained in the Indenture, as supplemented by this Supplemental
Indenture, and the Notes or otherwise applicable under the Securities Act,
the Custodian shall adjust the principal amount of the relevant Global
Note(s) pursuant to Section 4.4 hereof.
4.3 LEGEND. Each Global Note issued under this Supplemental
Indenture shall bear a legend on the face of the Global Note in substantially
the following form:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("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 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
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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 GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE CUSTODIAN MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE COMPANY."
4.4 CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time is
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Custodian in accordance with Section 2.10 of the
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Custodian or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase. To the extent that the Trustee has received notice from the Collateral
Agent that any Notes are no longer part of Equity Units, there shall be noted by
the Custodial Agent, upon receipt of instructions from the Trustee, on the
Definitive Note issued to the Warrant Agent a reduction in principal amount
equal to the aggregate principal amount of such Notes (the "Reduced Principal
Amount") and there shall be noted by the Custodial Agent, upon receipt of
instructions from the Trustee, on the Global Note issued to DTC an increase in
principal amount equal to the Reduced Principal Amount.
SECTION 5.
5.1 In connection with the Notes (and for the avoidance of doubt,
not in connection with any other series of notes issued under the Indenture,
unless set forth by the supplemental indenture related thereto), Section 9.1 of
the Indenture is hereby amended by deleting such section in its entirety and
replacing it with the following:
"LIMITATIONS ON MERGERS, CONSOLIDATIONS AND SALES OF ASSETS. The
Issuer will not consolidate or merge with or into, or sell, lease, convey
or otherwise dispose of all or
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substantially all of its assets (including, without limitation, by way of
liquidation or dissolution), in any one transaction or in a series of
related transactions, to any other corporation (in each case other than in
a transaction in which the Issuer is the survivor of a consolidation or
merger, or the transferee in a sale, lease, conveyance or other
disposition) unless:
(i) the entity formed by or surviving such consolidation or merger
(if other than the Issuer), or to which such sale, lease, conveyance or
other disposition will be made (collectively, the "Successor"), is a
corporation, limited liability company or other legal entity organized and
existing under the laws of the United States or any state thereof or the
District of Columbia, and the Successor expressly assumes by supplemental
indenture in a form reasonably satisfactory to the Trustee all of the
obligations of the Issuer under the Notes and the Indenture, and
(ii) immediately after giving effect to such transaction or series
of related transactions, no Default or Event of Default has occurred and
is continuing.
The foregoing provisions shall not apply to the disposition by the Issuer
of any or all of the assets that are identified in the Issuer's March 31, 2001
financial statements as discontinued operations or assets held for sale or the
disposition of Electric Lightwave, Inc."
5.2 In addition to the covenants set forth in Article Three of the
Indenture, the following additional covenant will apply to the Issuer in
connection with the Notes.
LIMITATIONS ON RESTRICTED PAYMENTS. The Issuer will not directly or
indirectly, make any Restricted Payment unless no Default or Event of
Default shall have occurred and be continuing at the time of or
immediately after giving effect to such Restricted Payment.
The foregoing provisions shall not prohibit:
(i) the declaration of a dividend in connection with the
implementation of a stockholders' rights plan or the redemption or
repurchase of any such rights pursuant thereto;
(ii) a reclassification of Capital Stock or exchange or conversion
of one class or series of the Issuer's Capital Stock for another class or
series of the Issuer's Capital Stock;
(iii) the purchase of fractional interests in shares of the Issuer's
Capital Stock pursuant to the conversion or exchange provisions of such
Capital Stock or the security being converted or exchanged; and
(iv) the declaration of dividends or distributions in the Issuer's
Capital Stock.
SECTION 6.
6.1 If a Tax Event occurs and is continuing, the Company may, at its
option and upon not less than 30 nor more than 60 days' notice to the Holders of
the Notes, redeem the
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Notes in whole (but not in part) within 90 days following the occurrence of such
Tax Event, at a price equal to, for each Note, the Redemption Amount, plus
accrued and unpaid interest thereon to the date of redemption (the "Tax Event
Redemption Date") or such earlier time as the Company determines, provided that
the Company shall have deposited with the Trustee an amount sufficient to pay
the aggregate Redemption Price by 10:00 a.m. on the Tax Event Redemption Date.
6.2 If a Tax Event occurs prior to the Warrant Settlement Date, the
redemption price payable in liquidation to the Equity Unit holders' interests in
the Notes will be distributed to the Securities Intermediary, which in turn will
apply an amount equal to the redemption amount of such redemption price to
purchase the Treasury Portfolio on behalf of the holders of the Equity Units and
to remit the remaining portion, if any, of such redemption price to the Warrant
Agent for payment to the holders of the Equity Units. Thereafter, the applicable
ownership interest of the Treasury Portfolio (clause (A)) will be substituted
for the Notes and will be pledged to the collateral agent to secure the Equity
Unit holders' obligations to purchase the Issuers common stock under the related
warrant.
6.3 If a Tax Event occurs after the Warrant Settlement Date, the
Treasury Portfolio will not be purchased and the proceeds will be distributed to
the Warrant agent for payment to the holders of Equity Units. Regardless of
whether before the Warrant Settlement Date, if a tax event redemption occurs,
holders of Notes that are not part of the Equity Units will directly receive
proceeds from the redemption of the Notes.
6.4 Except as provided in this Section 6.1, the Company will have no
right to redeem the Notes.
6.5 The Notes will not be subject to a sinking fund provision.
SECTION 7. AGREED TAX TREATMENT
7.1 Each Note issued hereunder shall provide that each of the
Company and, by its acceptance of a Note or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Note (i)
intends that such Note constitutes indebtedness and agrees to a treat such Note
as indebtedness for United States federal, local and state tax purposes, (ii)
agrees to treat such Note as indebtedness subject to Treas. Reg. Section
1.1275-4 (the "Contingent Debt Regulations") and to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule", within
the meaning of the Contingent Debt Regulations, with respect to such Note. For
purposes of the foregoing, the Company's determination of the "comparable yield"
is _____ per annum, compounded quarterly and the Company's determination of the
"projected payment schedule" is $________ for the period ending on August 17,
2001, $_______ for each quarter ending on or prior to the date that is three
Business Days following a Successful Initial Remarketing and $_______ for each
quarter ending after such date not including the payment of principal at
maturity. A holder may also obtain the comparable yield and projected payment
schedule by submitting a written request for it to the Company at the following
address: 0 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000.
SECTION 8. REMARKETING8.1 INITIAL REMARKETING PROCEDURES
(a) The Company shall request, (i) in the case of the first Initial
Remarketing on the third Business Day immediately preceding May 17, 2004 and the
Final Remarketing, not
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later than 7 nor more than 15 days prior to the Reset Announcement Date, and
(ii) in the case of any Additional Remarketing, as soon as practical after the
Depositary has been notified of such Additional Remarketing by the Remarketing
Agent, that the Depositary notify the Holders of the Notes of the Reset
Announcement Date. The Remarketing Agent shall request (i) in the case of the
first Initial Remarketing on the third Business Day immediately preceding May
17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30
calendar days prior to any such remarketing date, and (ii) in the case of any
Additional Remarketing as soon as practical after the Depositary has been
notified of such Additional Remarketing by the Depositor, that the Depositary
notify the Holders of the Notes of such Remarketing.
(b) Under Section 5.02 of the Warrant Agreement, Notes that
constitute components of Equity Units will be remarketed as provided therein and
in this Section 8. Instead of participating in the first Initial Remarketing,
Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or
its designated entity prior to or on the fifth Business Day preceding August 17,
2004. Instead of participating in an Additional Remarketing, Holders of Notes
can notify the Warrant Agent on or prior to the fifth Business Day immediately
preceding August 17, 2004, of their intention to deliver the Treasury Portfolio
to the Remarketing Agent or its designated entity prior to the fourth Business
Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on
the second Business Day immediately preceding any such Initial Remarketing Date,
but no earlier than the interest payment date immediately preceding such
Remarketing Date, each Holder of Notes not constituting components of Equity
Units may elect to have the Notes held by such Holder remarketed. Holders of
Notes that are not components of Equity Units shall give notice of their
election to have such Notes remarketed to the Custodial Agent pursuant to the
Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York
City time, on the Business Day immediately preceding any Initial Remarketing
Date and may not be conditioned upon the level at which the Reset Rate is
established. Pursuant to Section 5.02 of the Warrant Agreement, upon written
request by the Company made two Business Days prior thereto, the Warrant Agent
shall notify, by 11:00 a.m., New York City time, on the Business Day immediately
preceding any Initial Remarketing Date, the Remarketing Agent and the Company,
as the case may be, of the aggregate principal amount of Notes (that are
components of Equity Units) to be remarketed. Pursuant to Section 5.6(c) of the
Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the
Depositor of the aggregate principal amount of Notes (that are not components of
Equity Units) to be remarketed. The Notes constituting components of the Equity
Units shall be deemed tendered, notwithstanding any failure by the holder of
such Equity Units to deliver or properly deliver such Notes to the Remarketing
Agent for purchase.
(c) The right of each Holder to have Notes tendered for purchase
shall be limited to the extent that: (i) the Remarketing Agent conducts an
Initial Remarketing pursuant to the terms of the Remarketing Agreement and
Warrant Agreement, (ii) Notes tendered have not been called for redemption,
(iii) the Remarketing Agent is able to find a purchaser or purchasers for
tendered Notes at a price per Note such that the aggregate price for the
Applicable Principal Amount of Notes is not less than 100% of the Treasury
Portfolio Purchase Price and (iv) such purchaser or purchasers deliver the
purchase price therefore to the Remarketing Agent as and when required. The
Holders of Notes that are remarketed in a Successful Initial Remarketing shall
be deemed to have agreed that the remarketing fee specified in Section 5.03(b)
of the Warrant Agreement shall be deducted from the proceeds of the remarketing.
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(d) On the Initial Remarketing Date, pursuant to the terms of the
Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to
remarket, at a price per Note such that the aggregate price for the Applicable
Principal Amount of Notes is equal to approximately 100.25% of the Treasury
Portfolio Purchase Price.
(e) If there are no Equity Units outstanding and none of the Holders
elect to have Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent subject to the terms of the Remarketing Agreement,
as the rate that would have been established had a remarketing been held on the
Initial Remarketing Date.
(f) If the Remarketing Agent has determined that it will be able to
remarket all Notes tendered or deemed tendered prior to 4:00 p.m., New York City
time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of
the Remarketing Agreement, shall determine the Reset Rate.
(g) If, by 4:00 p.m., New York City time, on the Initial Remarketing
Date, a Failed Initial Remarketing has occurred, pursuant to the terms of the
Remarketing Agreement, the Remarketing Agent shall so advise by telephone the
Company, the Collateral Agent and the Warrant Agent.
(h) By approximately 4:30 p.m., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the
Remarketing Agreement advise, by telephone (i) the Company, the Collateral Agent
and the Warrant Agent of the Reset Rate determined in the Initial Remarketing
and the aggregate principal amount of Notes sold in the Initial Remarketing,
(ii) each purchaser (or the Participant thereof) of the Reset Rate and the
aggregate principal amount of Notes such purchaser is to purchase and (iii) each
purchaser of the Notes to give instructions to its Participant to pay the
purchase price on the Reset Effective Date in same day funds against delivery of
the Notes purchased through the facilities of the Depositary.
(i) In accordance with the Depositary's normal procedures, on the
Reset Effective Date, the transactions described above with respect to each Note
tendered for purchase and sold in the Initial Remarketing shall be executed
through the Depositary, and the accounts of the respective Participants shall be
debited and credited and such Notes delivered by book-entry as necessary to
effect purchases and sales of such Notes. The Depositary shall make payment in
accordance with its normal procedures.
(j) If any Holder selling Notes in the Initial Remarketing fails to
deliver such Notes, the Depositary Participant of such selling Holder and of any
other Person that was to have purchased Notes in the Initial Remarketing may
deliver to any such other Person an aggregate principal amount of Notes that is
less than the aggregate principal amount of Notes that otherwise was to be
purchased by such Person. In such event, the aggregate principal amount of Notes
to be so delivered shall be determined by such Participant, and delivery of such
lesser number of Notes shall constitute good delivery.
(k) The Remarketing Agent is not obligated to purchase any Notes in
the Initial Remarketing or otherwise. None of the Trustee, the Depositary or the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of the Notes for remarketing.
12
(l) The tender and settlement procedures set forth in this Section
8.1, including provisions for payment by purchasers of Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Depositary or if
the book-entry system is no longer available for the Notes at the time of the
Initial Remarketing or if any Notes are then held in certificated form, to
facilitate the tendering and remarketing of Notes in certificated form. In
addition, the Remarketing Agent may, notwithstanding any provision to the
contrary set forth herein, modify the settlement procedures set forth herein in
order to facilitate the settlement process.
(m) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event be below the initial interest rate payable for the Notes and
in no event exceed the maximum rate, if any, permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes.
8.2 FINAL REMARKETING PROCEDURES.
(a) If no Successful Initial Remarketing has occurred, then, not
later than 5:00 p.m., New York City time, on the second Business Day immediately
preceding the Final Remarketing Date, but no earlier than the Interest Payment
Date immediately preceding August 17, 2004, the Notes will be Remarketed, except
for Notes of Holders who have notified the Warrant Agent prior to the fifth
Business Day preceding August 17, 2004 of their intention to make Cash
Settlement of their related Purchase Contracts. Under Section 5.03 of the
Warrant Agreement, Holders of Equity Units that do not give notice of their
intention to make Cash Settlement of their related Purchase Contracts shall be
deemed to have consented to the disposition of the Notes constituting a
component of such Equity Units. Holders of Notes that are not components of
Equity Units shall give notice of their election to have such Notes remarketed
pursuant to the Pledge Agreement. Any such notice shall be irrevocable after
5:00 p.m., New York City time, on the second Business Day immediately preceding
the Final Remarketing Date and may not be conditioned upon the level at which
the Reset Rate is established. Pursuant to Section 5.03 of the Warrant
Agreement, the Warrant Agent shall notify, by 11:00 a.m., New York City time, on
the Business Day immediately preceding the Final Remarketing Date, the
Remarketing Agent, the Collateral Agent, the Indenture Trustee and the Company
of the aggregate principal amount of Notes (that are components of Equity Units)
to be remarketed. Pursuant to Section 5.6(c) of the Pledge Agreement, the
Custodial Agent shall notify the Remarketing Agent of the aggregate principal
amount of Notes (that are not components of Equity Units) to be remarketed.
(b) If any Holder of Equity Units does not give notice of its
intention to make a Cash Settlement or gives a notice of election to tender
Notes as described in Section 8.2(a), the Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Notes to the Remarketing Agent for purchase.
(c) The right of each Holder to have Notes tendered for purchase
shall be limited to the extent that: (i) the Remarketing Agent conducts a Final
Remarketing pursuant to the terms of the Remarketing Agreement and the Warrant
Agreement, (ii) Notes tendered have not been called for redemption, (iii) the
Remarketing Agent is able to find a purchaser or purchasers for tendered Notes
at a price of not less than 100% of the principal amount thereof and (iv) such
purchaser or purchasers deliver the purchase amount therefore to the Remarketing
13
Agent as and when required. The Holders of Notes that are remarketed in a
Successful Final Remarketing agree that the remarketing fee set forth in 5.03(b)
of the Warrant Agreement shall be deducted from the proceeds of the remarketing.
(d) If no Successful Initial Remarketing has occurred, on the Final
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.25% of the aggregate principal
amount thereof, Notes tendered or deemed tendered for purchase.
(e) If there are no Equity Units outstanding, none of the Holders
elect or are deemed to have elected to have Notes held by them remarketed, the
Reset Rate shall be the rate determined by the Reset Agent, subject to the terms
of the Remarketing Agreement, as the rate that would have been established had a
remarketing been held on the Final Remarketing Date.
(f) On the Final Remarketing Date, the Reset Agent shall, pursuant
to the terms of the Remarketing Agreement, determine the Reset Rate.
(g) If by 4:00 p.m., New York City time, on the Final Remarketing
Date, a Failed Final Remarketing has occurred, the Remarketing Agent shall,
pursuant to the terms of the Remarketing Agreement, so advise by telephone the
Company, the Trustee, the Collateral Agent and the Warrant Agent and the Reset
Rate shall be determined pursuant to Section 5.03.A. of the Warrant Agreement.
(h) By approximately 4:30 p.m., New York City time, on the Final
Remarketing Date, the Remarketing Agent and the Reset Agent shall, pursuant to
the terms of the Remarketing Agreement, advise by telephone (i) the Depositary,
the Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate
determined in the Final Remarketing and, provided that there has not been a
Failed Final Remarketing, the aggregate principal amount of Notes sold in the
Final Remarketing, (ii) each purchaser (or the Depositary Participant thereof)
of the Reset Rate and, provided that there has not been a Failed Final
Remarketing, the aggregate principal amount of Notes such purchaser is to
purchase and (iii) provided that there has not been a Failed Final Remarketing,
each purchaser of the Notes to give instructions to its Depositary Participant
to pay the purchase price on the Warrant Settlement Date in same day funds
against delivery of the Notes purchased through the facilities of the
Depositary.
(i) In accordance with the Depositary's normal procedures, on the
Reset Effective Date, the transactions described above with respect to each Note
tendered for purchase and sold in the Final Remarketing shall be executed
through the Depositary, and the accounts of the respective Depositary
Participants shall be debited and credited and such Notes delivered by
book-entry as necessary to effect purchases and sales of such Notes. The
Depositary shall make payment in accordance with its normal procedures.
(j) If any Holder selling Notes in the Final Remarketing fails to
deliver such Notes, the Depository Participant of such selling Holder and of any
other Person that was to have purchased Notes in the Final Remarketing may
deliver to any such other Person an aggregate principal amount of Notes that is
less than the aggregate principal amount of Notes that otherwise was to be
purchased by such Person. In such event, the aggregate principal amount of Notes
to be so delivered shall be determined by such Depository Participant, and
delivery of such lesser aggregate principal amount of Notes shall constitute
good delivery.
14
(k) The Remarketing Agent is not obligated to purchase any Notes in
the Final Remarketing or otherwise. None of the Trustee, or the Remarketing
Agent shall be obligated in any case to provide funds to make payment upon
tender of Notes for remarketing.
(l) The tender and settlement procedures set forth in this Section
8.2, including provisions for payment by purchasers of Notes in the Final
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Depository or if
the book-entry system is no longer available for the Notes at the time of the
Final Remarketing or if any Notes are then held in certificated form, to
facilitate the tendering and remarketing of Notes in certificated form. In
addition, the Remarketing Agent may, notwithstanding any provision to the
contrary set forth herein, modify the settlement procedures set forth herein in
order to facilitate the settlement process.
(m) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event be below the initial interest rate payable for the Notes and
in no event exceed the maximum rate, if any, permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes.
SECTION 9. MISCELLANEOUS.
9.1 RATIFICATION OF INDENTURE. The Indenture, as supplemented by
Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed a part of the Indenture in the manner and
to the extent herein and therein provided.
9.2 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
9.3 COUNTERPARTS. This Supplemental Indenture may be executed in
several counterparts, each of which shall be an original, and all collectively
but one instrument.
9.4 THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
are made solely by the Issuer.
15
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be executed as of the date first above written.
CITIZENS COMMUNICATIONS COMPANY, as
Issuer
By:
--------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Trustee
By:
--------------------------------------
Name:
Title:
EXHIBIT A
FORM OF NOTE
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("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 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 GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SECOND SUPPLEMENTAL
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE, AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
OF THE COMPANY.]
Citizens Communications Company
_____% NOTE DUE 2006
NO. ____ [CUSIP No. ________________]
ORIGINAL ISSUE DATE: ____________________
$______________
CITIZENS COMMUNICATIONS COMPANY, a corporation duly organized and
existing under the laws of Delaware (hereinafter referred to as the "Company")
for value received, hereby promises to pay, to
_________________________________________, or registered assigns, the principal
sum of _____________________________ (__________________) on __________________,
2006, and to pay interest thereon from June ___, 2001, quarterly, on February
17, May 17, August 17 and November 17 in each year,
commencing August 17, 2001, initially at the rate of ________% per annum through
and including the day immediately preceding the Reset Effective Date, and at the
Reset Rate thereafter until the principal hereof shall have been paid or duly
made available for payment and, to the extent permitted by law, to pay interest,
compounded quarterly, on any overdue principal and premium, if any, and on any
overdue installment of interest at the rate per annum of ____% through and
including the day immediately preceding the Reset Effective Date, and at the
Reset Rate thereafter until _____, 2006. Interest will be paid to the Person in
whose name this Note is registered at the close of business on the regular
record date for such interest, which shall be the day (whether or not a Business
Day), next preceding such interest payment date. Any such interest not so
punctually paid will forthwith cease to be payable to the holder on such regular
record date and may either 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 whereof shall be given to holders of Notes not less than 10 days
prior to such special record date, or 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 (and premium, if any) and interest on
this Note will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public or private debt; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
register maintained by the Company.
This Note is, to the extent provided in the Indenture, unsecured and
will rank in right of payment on a parity with all other unsecured obligations
of the Company.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been 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.
-2-
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: June ___, 2001 CITIZENS COMMUNICATIONS COMPANY
By:
----------------------------------
Name:
Title:
(SEAL)
-3-
CERTIFICATE OF AUTHENTICATION OF
TRUSTEE
This is one of the Notes referred to in the within mentioned
Indenture.
By: THE CHASE MANHATTAN BANK, as
Trustee
By:
-----------------------------------
Authorized Officer
Dated: June ____, 2001
-4-
[REVERSE OF NOTE]
CITIZENS COMMUNICATIONS COMPANY
Note due _________, 2006
This security is one of a duly authorized issue of securities of the
Company (herein called the "Notes") issued and to be issued in one or more
series under the Indenture, dated as of May 23, 2001, as amended and
supplemented by the Second Supplemental Indenture, dated as of June ___, 2001
(as so amended and supplemented, the "Indenture"), between the Company and The
Chase Manhattan Bank, as Trustee (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 and immunities thereunder of the Company,
the Trustee and the holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This security is one of the
series designated on the face hereof, limited in aggregate principal amount of
up to $______________________ (or $____ if the over-allotment option granted by
the Company in the underwriting agreement related to the Notes is exercised in
full).
Principal of the Notes is payable on August 17, 2006 (the "Stated
Maturity"), subject to the provisions of the Indenture respecting acceleration.
The Notes will not be redeemable prior to their Stated Maturity except upon the
occurrence of a Tax Event as described below.
If a Tax Event occurs and is continuing, the Company may, at its
option and upon not less than 30 nor more than 60 days' notice to the Holders of
the Securities, redeem the Notes in whole (but not in part) within 90 days
following the occurrence of such Tax Event at the Redemption Price. The
Redemption Price shall be paid prior to 12:00 noon, New York City time, on the
Tax Event Redemption Date, by check or wire transfer in immediately available
funds at such place and to such account as may be designated by each such
Holder.
The Notes shall bear interest initially at a rate of _________% per
annum through and including the day immediately preceding the Reset Effective
Date, and at the Reset Rate thereafter until the principal hereof shall have
been paid or duly made available for payment and, to the extent permitted by
law, to pay interest, compounded quarterly, on any overdue principal and
premium, if any, and on any overdue installment of interest at the rate per
annum of ____% through and including the day immediately preceding the Reset
Effective Date, and at the Reset Rate thereafter until ____, 2006.
The Notes shall not be entitled to any sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture restricts the ability of the Company to make certain
restricted payments or to merge or consolidate with another company or sell,
lease or convey all or
-5-
substantially all of the Company's assets. These covenants are subject to the
covenant defeasance procedures outlined in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Notes at the time of all series to be affected (voting as a class).
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Notes of each series at the time,
on behalf of the Holders of all Notes of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this 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 hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security 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, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to limitations therein set forth, Notes are exchangeable
for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
-6-
All terms used in this Note which are defined in the Indenture or
the Warrant Agreement, as the case may be, shall have the meanings assigned to
them in the Indenture or the Warrant Agreement, as the case may be.
-7-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT-- ________ Custodian _____
(Cust) (Minor)
TEN ENT-- as tenants by the entireties under Uniform Gifts to Minors
Act__________
(State)
JT TEN-- as joint tenants with rights of survivorship
and not as tenants in common
Additional abbreviations may also be used though not on the above list.
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please
insert Social Security or other identifying number of assignee)
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
--------------------------------------------------------------------------------
agent to transfer said Security on the books of the Corporation, with full power
of substitution in the premises.
Dated:
----------------------------------------
----------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement, or
any change whatever.
Signature Guarantee:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security 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 Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.
-8-
[This allonge is attached to and made a part of the Note, dated
________________, 2001, in the principal amount of $________________ made by the
Company to the order of The Chase Manhattan Bank, as Warrant Agent under the
Warrant Agreement, dated as of ______________, 2001, between Citizens
Communications Company and The Chase Manhattan Bank, as Warrant Agent.
Pay to the order of The Bank of New York, as Collateral Agent.
Dated: ________________, The Chase Manhattan Bank, as
Warrant Agent
By:
-----------------------------
Authorized Signatory]
-9-
[TO BE ATTACHED TO GLOBAL CERTIFICATES
AND PLEDGED NOTES]
SCHEDULE OF INCREASES OR DECREASES
THE FOLLOWING INCREASES OR DECREASES IN THE [GLOBAL CERTIFICATE]
[PLEDGED NOTE] HAVE BEEN MADE:
---------------------------------------------------------------------------------------------------------------
AMOUNT OF DECREASE AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF
IN PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF 2006 NOTE EVIDENCED
OF 2006 NOTE 2006 NOTE EVIDENCED BY THE [GLOBAL
EVIDENCED BY THE BY THE [GLOBAL CERTIFICATE] SIGNATURE OF
[GLOBAL CERTIFICATE] CERTIFICATE] [PLEDGED NOTE] AUTHORIZED OFFICER
[PLEDGED NOTE] [PLEDGED NOTE] FOLLOWING SUCH OF TRUSTEE OR
DATE DECREASE OR INCREASE CUSTODIAL AGENT
---------------------------------------------------------------------------------------------------------------
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-10-
