FORM OF SUBORDINATED NOTE AT&S HOLDINGS, INC. Subordinated Note
Exhibit
4.2
FORM
OF SUBORDINATED NOTE
AT&S
HOLDINGS, INC.
Amount
$________________________________ No.
AT&S 2005 - ____________________________
Registered
Owner:___________________________________________________________________________
For
value
received, AT&S Holdings, Inc. (the "Company") promises
to pay to the Registered Owner or registered assigns the principal
amount
of ________________ thousand dollars ($_________) on or prior to the Maturity
Date, and to pay interest thereon at the rate of ____% per annum from
the
Issue
Date hereof, or from the most recent date to which interest has been
paid,
all as follows:
|
Issue
Date
|
Term
|
Maturity
Date
|
Interest
Rate
|
Interest
Due
|
Interest
Payment
|
This
Note
is one of a series of Notes (“Notes”) of the undersigned in an aggregate
principal amount not to exceed Five million dollars ($5,000,000), and is subject
to a resolution of the Board of Directors of the Company (“Resolution”).
Reference is hereby made to the Resolution attached to this certificate for
a
description of the further provisions of this Note which further provisions
shall for all purposes have the effect as if set forth in this
place.
The
Note
is issuable only as a registered Note without coupons in denominations of one
thousand dollars ($1,000.00) or any multiple thereof. The holder
of
this Note may elect either: (i) to have interest on the principal
amount
compound on each anniversary of the Issue Date until paid in full on the
Maturity Date; (ii) to receive one-half (1/2) of the Interest Payment in
cash semi-annually; (iii) to receive one-fourth (1/4) of the Interest
Payment in cash quarterly; or (iv) to receive the Interest Payment in cash
annually on the anniversary
of the Issue Date; or (iii) in
return
for one-half of one percent (.5%) reduction in the Interest Rate, to receive
one-twelfth (1/12) of the Interest Payment in cash monthly. Interest payable
for
any payment period or portion of a payment period will be computed on the basis
of the number of days elapsed in a 365-day year.
Annual
Interest Payments will be made no later than the anniversary of the
Issue
Date. Each monthly, quarterly or semi-annual Interest Payment installment or
portion thereof, will be made no later than the last day of each month, quarter,
or six-month period, as the case may be. If interest payments on the Note are
annually compounded, the Registered Holder may direct, on one occasion only,
by
providing not less than 30 days advance notice to the Company, that the Company
pay all earned but unpaid interest on the Note prior to maturity of the Note.
Notwithstanding the foregoing, the Company may elect in its sole and absolute
discretion to make any interest payment prior to the date it becomes due without
penalty or premium of any kind. Payment of the principal amount and any earned
but unpaid interest will be made no later than the Maturity Date.
At
the
election of the Company, such payments may be deposited
in the United States mail, postage prepaid, addressed to the holder
of
this
Note at the address appearing upon the Note register maintained by the Company
at the close of business ten (10) days prior to such payment date.
Payment of the principal of and interest on this Note will be made
at
the
office of the Company 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. In the event that any date on which principal of or interest on
this
Note
is payable is a Saturday or Sunday or day that is a legal holiday
in the
city of Kansas City, Missouri or the state of Missouri (a "Legal Holiday"),
then
such payment will be made on the next succeeding day which is not a Legal
Holiday, without any interest or other payment in respect of such delay, with
the same effect as if made on the date the payment was originally
payable.
All
or
any portion of this Note is subject to redemption at any time,
upon
30-day advance notice, at the election of the Company, at 100% of the principal
amount so called for redemption, together with interest accrued to the date
fixed for redemption, payable on the surrender of the Note for redemption.
Notes, or portions thereof, for which redemption and payment provision is made
will cease to bear
interest from and after the date fixed for redemption. If this Note
is
redeemed
in part only, a new Note for the portion not redeemed will be issued in the
name
of the holder on the cancellation of this Note.
After
36
months from the purchase date of the Note, the Registered Holder may redeem
this
Note prior to maturity upon 60 days written notice to the Company. The date
of redemption becomes the new maturity date of the Note. If the new maturity
date results in a lower interest rate than the Company had been paying the
holder based on the Company’s current interest rate schedule and the Note’s
corresponding new maturity date, then the Company will withhold the amount
of
overpaid interest from the redemption payment. A penalty equal to six months
interest will also be assessed for early redemption.
Each
holder of this Note agrees that the indebtedness evidenced by this Note is
subordinated in right of payment to the prior payment in full of any and all
indebtedness of the Company, whether outstanding on the date hereof or hereafter
incurred.
If
an
Event of Default, as defined in the Resolution, occurs and is continuing, the
principal of and accrued interest on the Note may be declared due and
payable
This
Note
is non-negotiable and may not be transferred without the prior written consent
of the Company.
This
Note, including the validity hereof, will be construed in accordance with and
governed by the laws of the state of Missouri.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
AT&S
HOLDINGS, INC.
a
Nevada
corporation
By:____________________________________________
(Authorized
Officer)
Attest:
_______________________________
The
following abbreviations, when used in the inscription on the face of this
certificate, 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
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
Under
Uniform Gifts to Minors Act of ___________
(State)
|
|
▇▇▇
-
|
Transfer
on death direction in event of owner’s death, to person named on face
subject to ▇▇▇ rules referenced
|
Additional
abbreviations may also be used though not in the above list.
CERTIFICATE
TRANSFERS AND REDEMTIONS
FOR
VALUE RECEIVED the undersigned hereby:
______
Sells, assigns and transfers unto
___________________________________________________________________
(Name
and
Address of Assignee, Including Zip Code, Must be Printed or
Typewritten)
____________________________________________________________
the
within Certificate, and all rights thereunder, hereby irrevocably constituting
and
appointing
___________________ [or _________________] Attorney to transfer said
Certificate
on the books of the registrar, with full power of substitution in the
premises.
____________________Please
Insert Social Security or
Other
Identifying Number of
New
Order.
____ Permanently
Changes the Name(s) OLD
NAME (Registration):________________________________________
or
Registration
NEW
NAME (Registration):________________________________________
____ Surrendering
the Certificate
Please
Send Check to:____________________________________________
at
Maturity for Payment
_____________________________________________________________
Dated:_________________________
X____________________________
Subscribed
and sworn to before me this _____
Registered
Owner day
of
_____________________, 200__.
X____________________________ _____________________________________
Registered
Owner Notary
Public
My
Commission Expires:_______
X____________________________
Registered
Owner
NOTICE:
The signature must correspond with the name as it appears upon the face of
the
Certificate in every particular, without alteration or enlargement or any change
whatever.
Resolution
of the Board of Directors
of
AT&S
Holdings, Inc.
The
following Resolution was unanimously adopted by the Board of Directors of
AT&S Holdings, Inc. (“Company”) at a special meeting thereof held on the
17th
day of
May, 2006.
“BE
IT
RESOLVED, that the Company is authorized to duly issue its Subordinated Notes
(“Notes”), designated as Series 2005, to be issued to individuals, trusts,
corporations and non-corporate entities, or others, as determined by the Company
and subject to the following terms:
| · |
Amount:
The Notes will be issued in a minimum denomination of $1,000 in registered
form, without coupon, in the aggregate principal amount of up to
$5,000,000;
|
| · |
Date:
The Notes will be dated on the date of issue which shall be the date
of
acceptance by the Company of the subscription for the Notes by the
purchase thereof;
|
| · |
Term:
The Notes shall be offered with maturities up to 10
years;
|
| · |
Interest:
The Notes shall bear interest at a rate as offered based on the maturity
selected (from among those described in the Company’s current Prospectus
for the Series 2005 Notes) at an annual rate (on the basis of a 365-day
year) which will be stated on the face of the
Note;
|
| · |
Payment
of Principal and Interest:
Principal and interest due on the Notes will be paid at the times stated
on the face of the Notes;
|
| · |
Payment
Procedures:
Payment of principal and interest on the Notes will be mailed to the
registered owner on the books of the Company on the date due as set
forth
in the Notes;
|
| · |
Subordination:
The Notes shall be subordinate to all other existing or future
indebtedness of the Company, as to the payment of any principal or
interest thereon. In addition, such subordination shall be continuing
and
will not require any reaffirmation by the holder of the note or his/her
assigns, or other parties of interest;
|
| · |
Redemption
by Company:
Any of the Series 2005 Subordinated Notes may be called at any time
by the
Company, upon no less than 60 days notice to the registered holder
thereof
with principal and accrued interest to be paid on said Note(s) called
for
redemption payable on the redemption date set forth in said
Notes;
|
| · |
Redemption
by Holder:
The Notes may be redeemed by the Holder with penalties and restrictions
as
set forth in the Notes.
|
| · |
Restrictions:
The Notes issued hereunder shall not provide any restriction on us
for the
payment of cash dividends, redemption or issuance of any class of stock,
or the amount of other securities, which may be redeemed, purchased,
or
issued by us.
|
| · |
Transfer:
The Notes issued hereunder are non-negotiable and are not transferable
without the prior written consent of the
Company;
|
| · |
Event
of Default:
An Event of Default shall occur in the payment of principal or interest
if
the same is not paid 30 days after such payment is due. The Holder
of the
Note shall have all rights as a creditor as provided by the laws of
Missouri. No officer, director, employee, parent or subsidiary shall
be
liable for payment of the Notes.
|
The
Company, at the direction of the President, shall carry out all authorizations
necessary for the issuance, sale, and payment of the Notes.”
CERTIFICATION
The
undersigned, the duly appointed President and Secretary of AT&S Holdings,
Inc., hereby certifies that the Resolution set forth herein was duly authorized
by the Board of Directors of AT&S Holdings, Inc. on the 17th
day of
May, 2006.
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇, President ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇, Secretary
Dated:
May 17, 2006