EXHIBIT A
[FORM OF PHYSICAL NOTE]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
(A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE) OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
THIS NOTE IS SUBJECT TO DEPARTMENT OF TREASURY REGULATIONS SECTION 1.1275-4(b)
(THE "CONTINGENT PAYMENT REGULATIONS") AND IS THEREFORE ISSUED WITH ORIGINAL
ISSUE DISCOUNT. THE ISSUE PRICE OF THIS NOTE IS $306,603,000, AND THE ISSUE
DATE OF THIS NOTE IS SEPTEMBER 30, 1997. THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS $215,097,000. THE YIELD TO MATURITY OF THIS NOTE AND THE
COMPARABLE YIELD PURSUANT TO THE CONTINGENT PAYMENT REGULATIONS ARE 5.933%.
THE PROJECTED PAYMENT SCHEDULE PROVIDES FOR A NON-CONTINGENT PAYMENT OF
$10,050,000 PER INTEREST ACCRUAL PERIOD PRIOR TO THE INTEREST RESET DATE AND A
CONTINGENT PAYMENT OF $9,075,000 PER INTEREST ACCRUAL PERIOD THEREAFTER.
▇▇▇▇▇▇ GROUP INTERNATIONAL, INC.
SENIOR GUARANTEED NOTES DUE 2009
No. ______ $__________
CUSIP No.
▇▇▇▇▇▇ GROUP INTERNATIONAL, INC., a corporation incorporated under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [ ] or registered assigns, the
principal sum of ________________________ ($___________) on October 1, 2009, at
the office or agency of the Company referred to below, and to pay interest
thereon on April 1 and October 1, in each year, commencing on April 1, 1998,
accruing from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest has been paid,
from the original date of issuance. For the period from September 30, 1997 to
(and including) September 30, 1999, interest shall be paid at the rate per
annum of 6.70% per annum, and for the period from (and including) October 1,
1999, until payment of said principal sum has been made or duly provided for,
interest shall be paid at the rate per annum to be reset on September 28,
1999, effective October 1, 1999, pursuant to and subject to the terms of the
Calculation Agency Agreement dated September 30, 1997 among the Company, UBS
Securities LLC, a limited liability company organized under the laws of the
State of New York, and Union Bank of Switzerland, London branch. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Physical Note (or
one or more predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be March 31 or September 30
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (each a "Regular Record Date"). Any such interest not
so punctually paid, or duly provided for, and interest on such defaulted
interest at the rate borne by the Physical Notes, to the extent lawful, shall
forthwith cease to be payable to the Holder on such Regular Record Date, and
may be paid to the person in whose name this Physical 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 of which shall be given to Holders of Notes not less than 10 days prior
to such special record date, or may 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 such Indenture.
Pursuant to that certain Confirmation dated September 30, 1997, and
the agreements, provisions and definitions incorporated by referenced therein
(the "Call Option"), between ▇▇▇▇▇▇ Pass-Through Asset Trust 1997-1, a trust
formed under the laws of the State of New York ("Trust"), and Union Bank of
Switzerland, London branch (the "Callholder"), upon delivery of irrevocable
notice by the Callholder to the Trust on or before September 15, 1999 (or if
that day is not a Business Day, the preceding Business Day), the Callholder
has the right to purchase the Notes from the Trust on October 1, 1999 (the
"Call Settlement Date") (or if that day is not a Business Day, the preceding
Business Day), for a purchase price equal to 100% of the aggregate face amount
thereof (the "Call Price"). Pursuant to that certain Trust Agreement (the
"Trust Agreement") dated as of September 25, 1997, between the Company and the
Trust, the Trust has the right and obligation to require the Company to
repurchase all of the Notes (the "Put Option") at a purchase price equal to
100% of the aggregate face amount thereof on the Call Settlement Date, if (i)
the Trustee (as defined in the Trust Agreement, initially State Street Bank
and Trust Company) has not received irrevocable notice from the Callholder on
or before September 15, 1999, that the Callholder intends to exercise the Call
Option, or (ii) the Callholder fails to make payment of the Call Price on the
Business Day prior to the Call Settlement Date. Notwithstanding the
foregoing, the Trust Agreement may be amended under certain circumstances to
provide that the Trustee will not exercise the Put Option and to provide for
such other changes to the Trust Agreement as may be consequential thereto.
In the event that the Call Option is exercised, then under the terms of the
Confirmation between the Company and the
Callholder dated September 30, 1997 (the "Company Call Option"), the Company
has the right and option, upon delivery by it of irrevocable notice to the
Callholder during the period from September 15, 1999 to and including
September 21, 1999 (or the first following day that is a Business Day), to
purchase from the Callholder all of the Callholder's right, title and interest
and obligations in, to and under the Call Option in consideration for a
payment to the Callholder on the Call Settlement Date (or if that day is not a
business Day, the first following day that is a Business Day) in an amount
calculated pursuant to the terms of the Company Call Option.
Payment of the principal of, premium, if any, and interest on this
Physical Note will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan in The City of New York, or at
such other office or agency of the Company as may be maintained for such
purpose, 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;
PROVIDED, HOWEVER, that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the security register maintained by the Registrar.
Reference is hereby made to the further provisions of this Physical
Note set forth on the reverse hereof.
Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
and a seal has been affixed hereon, this Physical Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
▇▇▇▇▇▇ GROUP INTERNATIONAL, INC.
By:______________________________
Name:
Title:
[SEAL]
Attest:
By:______________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Physical Notes designated therein referred to in
the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
as TRUSTEE
By:______________________________
Authorized Officer
Title:
(Reverse of Note)
1. INDENTURE. This Note is one of a duly authorized series of
Notes of the Company designated as its Senior Guaranteed Notes due 2009 (the
"Notes"), which may be issued under an indenture (herein called the
"Indenture") dated as of September 30, 1997, among ▇▇▇▇▇▇ Group International,
Inc., a Delaware corporation, as issuer (the "Company"), The ▇▇▇▇▇▇ Group
Inc., as guarantor of the obligations of the Company under the Indenture
("▇▇▇▇▇▇") and State Street Bank and Trust Company, a Massachusetts chartered
trust company, as trustee (herein called 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, obligations 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.
All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
No reference herein to the Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company or
▇▇▇▇▇▇, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.
2. PUT OPTION. Pursuant to the Put Option, the Company is required
to repurchase the Notes in certain circumstances described in Article 3 of the
Indenture.
3. GUARANTEE. This Note is entitled to a senior Guarantee made for
the benefit of the Holders. Reference is hereby made to the Guarantee attached
hereto and the Indenture (including, without limitation, Article 10 thereof) for
the terms of the Guarantee.
4. OFFERS TO PURCHASE. Sections 4.11 and 4.12 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to further limitations contained therein, the Company
shall make an offer to purchase certain amounts of the Notes in accordance with
the procedures set forth in the Indenture.
5. DEFAULTS AND REMEDIES. If an Event of Default shall occur and
be continuing, the principal of all of the outstanding Notes, plus all accrued
and unpaid interest, if any, to and including the date the Notes are paid, may
be declared due and payable in the manner and with the effect provided in the
Indenture.
6. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness
of the Company and ▇▇▇▇▇▇ under this Note and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance by the Company with certain conditions set forth therein.
7. AMENDMENTS AND WAIVERS. 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 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 aggregate principal amount of the Notes of each series at the time
outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of each series of the
Notes at the time outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and this Note and their
consequences. Any such consent or waiver by or on behalf of 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 herefor or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note.
8. DENOMINATIONS, TRANSFER AND EXCHANGE. The Notes are issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of a different authorized denomination, as
requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the security
register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose in
the Borough of Manhattan in The City of New York or at such other office or
agency of the Company as may be maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the 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.
No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
9. PERSONS DEEMED OWNERS. Prior to and at the time of 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 shall be overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.
10. GOVERNING LAW. This Note and the Guarantee shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to conflicts of law principles.