Exhibit 4(i)
[Face of Note]
--------------------------------------------------------------------------------
CUSIP/CINS
-------------
8 3/8% Senior Subordinated Notes due 2012
No. $
----- -------------
PRIME HOSPITALITY CORP.
promises to pay to CEDE & CO.
----------
or registered assigns,
the principal sum of
------------------------------------------------------------
Dollars on May 1, 2012.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
Dated: April 29, 2002
PRIME HOSPITALITY CORP.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
This is one of the Notes referred to
in the within-mentioned Indenture:
▇▇▇▇▇ FARGO BANK MINNESOTA, NA,
as Trustee
By:
---------------------------------
Authorized Signatory
--------------------------------------------------------------------------------
1
[Back of Note]
8 3/8% Senior Subordinated Notes due 2012
[Insert the Global Note Legend, if applicable pursuant to the provisions
of the Indenture]
[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]
Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
(1) INTEREST. Prime Hospitality Corp., a Delaware
corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 8 3/8% per annum from April 29, 2002 until
maturity and shall pay the Liquidated Damages, if any, payable pursuant
to the Registration Rights Agreement referred to below. The Company
will pay interest and Liquidated Damages, if any, semi-annually in
arrears on May 1 and November 1 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be November 1, 2002. The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it will pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate
to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
(2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to
the Persons who are registered Holders of Notes at the close of
business on the April 15 or October 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest.
Principal of and premium, interest and Liquidated Damages, if any, on
the notes will be payable at the office or agency of Prime maintained
for such purpose or, at the option of Prime, payment of interest and
Liquidated Damages may be made by check mailed to the holders of the
notes at their respective addresses set forth in the register of
holders of notes; provided that all payments with respect to notes the
holders of which have given wire transfer instructions to Prime will be
required to be made by wire transfer of immediately available funds to
the accounts specified by the holders thereof.
(3) PAYING AGENT AND REGISTRAR. Initially, ▇▇▇▇▇ Fargo Bank
Minnesota, NA, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.
(4) INDENTURE. The Company issued the Notes under an
Indenture dated as of April 29, 2002 (the "Indenture") between the
Company and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the
Trust
2
Indenture Act of 1939, as amended (15 U.S. Code ▇▇.▇▇. 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are unsecured obligations of the Company.
(5) Optional Redemption.
(a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to May 1, 2007.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:
Year Percentage
---- ----------
2007 ............................................... 104.188%
2008 ............................................... 102.792%
2009 ............................................... 101.396%
2010 and thereafter ................................ 100.000%
(b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2005, the Company may redeem up to 35%
of the aggregate principal amount of the Notes with the net proceeds of a Public
Equity Offering at a redemption price equal to 108.375% of the aggregate
principal amount thereof; provided that at least 65% in aggregate principal
amount of the Notes issued under the Indenture remains outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Public Equity Offering.
(6) Mandatory Redemption.
The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.
(7) Repurchase at Option of Holder.
(a) If there is a Change of Control, the Company will be
required to make an offer (a "Change of Control Offer") to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Notes at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date of purchase (the
"Change of Control Payment"). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.
(b) If the Company or a Subsidiary consummates any Asset
Sales and the aggregate amount of Excess Proceeds exceeds $25 million,
the Company will commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes (including
any Additional Notes) and other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an
3
offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in
accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes (including any Additional
Notes) and other pari passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for general corporate purposes. If
the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and other pari
passu Indebtedness to be purchased in accordance with Section 3.02 of
the Indenture. Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on
the reverse of the Notes.
(8) NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for
redemption.
(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted
by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the
corresponding Interest Payment Date.
(10) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.
(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with
any provision of the Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single
class. Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect
or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the
Company's or obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the Trust
Indenture Act, to provide for the Issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, or to
release a Guarantor in accordance with the Indenture.
4
(12) DEFAULTS AND REMEDIES. Each of the following is an
"Event of Default": (1) the Company defaults for 30 days in the payment
when due of interest on the Notes whether or not prohibited by the
subordination provisions of the Indenture; (2) default in payment when
due of principal of or premium, if any, on the Notes at maturity, upon
redemption or otherwise (including the failure to make a payment to
purchase Notes tendered pursuant to a Change of Control Offer or an
Assets Sale Offer) (whether or not such payment shall be prohibited by
the subordination provisions of the Indenture); (3) failure by the
Company or any Restricted Subsidiary to comply with the Indenture
Section 4.15 (other than a failure to make a payment to purchase Notes
pursuant thereto, which failure shall be an Event of Default pursuant
to clause (2) above), 4.10 (other than a failure to make a payment to
purchase Notes pursuant thereto, which failure shall be an Event of
Default pursuant to clause (2) above), 4.07, 4.09 and 5.01, which
failure continues for a period of 30 days after written notice shall
have been given to the Company by the Trustee or to the Company and the
Trustee from Holders of at least 25% in principal amount of the Notes
then outstanding; (4) failure by the Company or any Guarantor for 60
days in the performance of any other covenant, warranty or agreement in
the Indenture or the Notes after written notice shall have been given
to the Company by the Trustee or to the Company and the Trustee from
Holders of at least 25% in principal amount of the Notes then
outstanding; (5) the failure to pay at final stated maturity (giving
effect to any applicable grace periods and any extensions thereof) the
principal amount of Non-Recourse Indebtedness of the Company or any of
its Restricted Subsidiaries with an aggregate principal amount in
excess of the lesser of (A) 10% of the total assets of the Company and
its Restricted Subsidiaries measured as of the end of the Company's
most recent fiscal quarter for which internal financial statements are
available immediately preceding the date on which such default
occurred, determined on a pro forma basis and (B) $100 million, and
such failure continues for a period of 10 days or more, or the
acceleration of the final stated maturity of any such Non-Recourse
Indebtedness (which acceleration is not rescinded, annulled or
otherwise cured within 10 days of receipt by the Company or such
Restricted Subsidiary of notice of any such acceleration); (6) the
failure to pay at final stated maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness (other than Non-Recourse Indebtedness) of
the Company or any Restricted Subsidiary of the Company and such
failure continues for a period of 10 days or more, or the acceleration
of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 10
days of receipt by the Company or such Restricted Subsidiary of notice
of any such acceleration) if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final maturity
or which has been accelerated, in each case with respect to which the
10-day period described above has passed, aggregates $20.0 million or
more at any time; (7) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments rendered against them (other than
judgment liens without recourse to any assets or property of the
Company or any of its Restricted Subsidiaries other than assets or
property securing Non-Recourse Indebtedness) aggregating in excess of
$20.0 million, which judgments are not paid, discharged or stayed for a
period of 90 days (other than any judgments as to which a reputable
insurance company has accepted full liability); (8) except as permitted
by the Indenture, any Subsidiary Guarantee shall be held in a judicial
proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor (or its successors or
assigns), or any Person acting on behalf of such Guarantor (or its
successors or assigns), shall deny or disaffirm its obligations or
shall fail to comply with any obligations under its Subsidiary
Guarantee; (9) the Company, any Guarantor or any of the Company's
Subsidiaries that would constitute a Significant Subsidiary or any
group of the Company's Subsidiaries that, taken together, would
constitute a Significant Subsidiary pursuant to or within the meaning
of the Bankruptcy Law: (A) commences a voluntary case, (B) consents to
the entry of an order for relief against it in an involuntary case; (C)
consents to the appointment
5
of a Custodian of it or for all or substantially all of its property;
(D) makes a general assignment for the benefit of its creditors; or (E)
admits in writing its inability to pay its debts as they become due;
and (10) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief in an involuntary case
against the Company, any Guarantor or any Subsidiary that is a
Significant Subsidiary of the Company or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary of the
Company; (B) appoints a Custodian of the Company, any Guarantor or any
Subsidiary that is a Significant Subsidiary of the Company or any group
of Subsidiaries that, taken together, would constitute a Significant
Subsidiary of the Company, or for all or substantially all of the
property of the Company, any Guarantor or any Subsidiary that is a
Significant Subsidiary of the Company, or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary of the
Company; or (C) orders the liquidation of the Company, any Guarantor or
any Subsidiary that is a Significant Subsidiary of the Company or any
group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary of the Company, and the order or decree remains
unstayed and in effect for 60 consecutive days.
(13) SUBORDINATION. Payment of principal, interest and
premium and Liquidated Damages, if any, on the Notes is subordinated to
the prior payment of Senior Debt on the terms provided in the
Indenture.
(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not
the Trustee.
(15) NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder, of the Company, as such, will
not have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.
(16) AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an
authenticating agent.
(17) ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes will have all the rights set
forth in the Registration Rights Agreement dated as of April 29, 2002,
between the Company and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted
Global Notes and Restricted Definitive Notes will have the rights set
forth in one or more registration rights agreements, if any, between
the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes (collectively,
the "Registration Rights Agreement").
(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be
6
printed on the Notes and the Trustee may use CUSIP numbers in notices
of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:
Prime Hospitality Corp.
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
7
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
-----------------------------------
(Insert assignee's legal name)
--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint
---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
Date:
------------------
Your Signature:
-----------------------------------
(Sign exactly as your name appears on the face
of this Note)
Signature Guarantee*:
---------------------
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
8
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:
-Section 4.10 -Section 4.15
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:
$
--------------
Date:
------------------
Your Signature:
-----------------------------------
(Sign exactly as your name appears on the face
of this Note)
Tax Identification No.:
---------------------------
Signature Guarantee*:
---------------------
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
9
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
Principal ▇▇▇▇▇▇
▇▇▇▇▇▇ of Amount of of this Global Note Signature of
decrease in increase in following such authorized officer
Principal Amount Principal Amount decrease of Trustee or
Date of Exchange of this Global Note of this Global Note (or increase) Custodian
---------------- ------------------- ------------------- ------------- ---------
10