GLOBAL UNIT
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE UNIT
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS
SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO HOLDINGS 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.
THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE
SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF HOLDINGS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
(d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF HOLDINGS SO
REQUESTS), (2) TO HOLDINGS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
FORTH IN (1) ABOVE.
26,667 Units
ANVIL HOLDINGS, INC.
Units each Consisting of 40 Shares of
13% Senior Exchangeable Preferred Stock due 2009
and 13 Shares of Class B
Common Stock of Anvil Holdings, Inc.
No. 1 CUSIP No. ▇▇▇▇▇▇▇▇▇
Anvil Holdings, Inc., a Delaware corporation (the "COMPANY" or
"HOLDINGS"), which term includes any successor corporation), hereby certifies
that Cede & Co. is the owner of 26,667 Units as described above, transferable
only on the books of Holdings by the holder thereof in person or by his or her
duly authorized attorney, on surrender of the Certificate properly endorsed.
Each Unit consists of 40 shares of 13% Senior Exchangeable Preferred
Stock due 2009 of Holdings (the "SENIOR PREFERRED STOCK") and 13 shares of
Class B Common Stock, par value $0.01 per share, of Holdings (the "CLASS B
COMMON"). This Unit is issued pursuant to the Unit Agreement (the "UNIT
AGREEMENT") dated as of March 14, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
Company of New York, as Unit Agent (the "UNIT AGENT") and as Transfer Agent (the
"TRANSFER AGENT"), and is subject to the terms and provisions contained therein,
all of which terms and provisions the holder of this Unit Certificate consents
to by acceptance hereof. The terms of the Senior Preferred Stock are governed
by a Certificate of Designations (the "CERTIFICATE OF DESIGNATIONS") dated as of
March 13, 1997, and are subject to the terms and provisions contained therein,
to which all of such terms and provisions the holder of this Unit Certificate
consents by acceptance hereof.
Reference is made to the further provisions of this Unit Certificate
contained on the reverse hereof, which will for all purposes have the same
effect as if set forth at this place. Copies of the Unit Agreement and
Certificate of Designations are on file at the office of Anvil Holdings, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and
are available to any holder on written request and without cost.
The Senior Preferred Stock and the Class B Common comprising each Unit
will not be separately tradable until the earliest to occur of (i) such date
which is 90 days from the date of issuance of the Senior Preferred Stock,
(ii) such earlier date as may be determined by ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇
Securities Corporation, (iii) in the event of a Change of Control, the date on
which
Holdings mails notice thereof to holders of the Senior Preferred Stock, (iv)
in the event that Holdings elects to exchange the Senior Preferred Stock for
Exchange Debentures, the date on which Holdings mails notice thereof to
holders of the Senior Preferred Stock, (v) in the event that Holdings elects
to redeem the Senior Preferred Stock with the proceeds of a public equity
offering of Holdings' capital stock, the date on which Holdings mails notice
thereof to holders of the Senior Preferred Stock, and (vi) the date upon
which a registration statement under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to a registered exchange offer for the
Senior Preferred Stock is declared effective under the Securities Act.
Capitalized terms used but not otherwise defined in this Unit
Certificate shall have the meanings given thereto in the Certificate of
Designations.
Dated: March 14, 1997
ANVIL HOLDINGS, INC.
By:________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
By:_________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and General
Counsel
Certificate of Authentication:
This is one of the Units
referred to in the within
mentioned Unit Agreement.
UNITED STATES TRUST COMPANY OF NEW YORK,
as Unit Agent
By:___________________________
Authorized Signatory
[REVERSE OF GLOBAL UNIT]
ANVIL HOLDINGS, INC.
Units Each Consisting of 40 Shares
of 13% Senior Exchangeable
Preferred Stock due 2009 and
13 Shares of Class B Common Stock
of Anvil Holdings, Inc.
I. PROVISIONS RELATING TO THE 13%
SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2009
1. DIVIDENDS. Holders of 13% Senior Exchangeable Preferred Stock
(the "Senior Preferred Stock") issued by Holdings pursuant to a Certificate
of Designations dated March 13, 1997 (the "Certificate of Designations") will
be entitled to receive, when, as and if declared by the Board of Directors of
Holdings, out of funds legally available therefor, dividends on the Senior
Preferred Stock at a rate per annum equal to 13% of the liquidation
preference per share of Senior Preferred Stock. All dividends will be
cumulative whether or not earned or declared on a daily basis from the date
of issuance of the Senior Preferred Stock and will be payable quarterly in
arrears on March 15, June 15, September 15 and December 15 of each year. On
or before March 15, 2002 Holdings may, at its option, pay dividends in cash
or in additional fully paid and non-assessable shares of Senior Preferred
Stock having an aggregate liquidation preference equal to the amount of such
dividends. After March 15, 2002, dividends may be paid only in cash. It is
not expected that Holdings will pay any dividends in cash for any period
ending on or prior to March 15, 2002. Notwithstanding the foregoing, during
the pendency of a Registration Default (as defined in the Registration Rights
Agreement), then as liquidated damages, the dividend rate borne by the Senior
Preferred Stock, with respect to the first 90-day period immediately
following the occurrence of such Registration Default will increase by an
amount equal to $.05 per week per $1,000 liquidation preference of Senior
Preferred Stock held by such Holder and the dividend rate borne by the Senior
Preferred Stock will increase by an additional $.05 per week per $1,000
liquidation preference of Senior Preferred Stock with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up
to a maximum increase in the dividend rate of $.30 per week per $1,000
liquidation preference of Senior Preferred Stock and following the cure of
all Registration Defaults, the accrual of dividends at the increased rates
specified by this sentence will cease.
2. METHOD OF PAYMENT. Each distribution in the form of a dividend
(whether in cash or in additional shares of Senior Preferred Stock) shall be
payable to Holders of record as they appear on the stock register of Holdings on
such record dates, not less than 10 nor more than 60 days preceding the related
Dividend Payment Date, as shall be fixed by the Board of Directors. Dividends
shall cease to accumulate in respect of shares of the Senior Preferred Stock on
the Exchange Date (as defined in the Certificate of Designations) or on the date
of their earlier redemption unless Holdings shall have failed to issue the
appropriate aggregate principal amount of Exchange Debentures (as defined below)
in respect of the Senior Preferred Stock on the Exchange Date or shall have
failed to pay the relevant redemption price on the date filed for redemption.
3. CERTIFICATE OF DESIGNATIONS. The Senior Preferred Stock is issued
by Holdings pursuant to the Certificate of Designations. The number of shares
constituting such series shall be 2,300,000 shares of Senior Preferred Stock,
consisting of an initial issuance of 1,200,000 shares of Senior Preferred Stock
plus additional shares of Senior Preferred Stock which may be issued to pay
dividends on the Senior Preferred Stock if Holdings elects to pay dividends in
additional shares of Senior Preferred Stock. The liquidation preference of the
Senior Preferred Stock shall be $25.00 per share.
4. RANK. The Senior Preferred Stock shall, with respect to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of Holdings, (i) rank senior to all classes of common stock of Holdings and each
other class of capital stock or series of Preferred Stock of Holdings hereafter
created by the Board of Directors the terms of which do not expressly provide
that it ranks on a parity with the Senior Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of Holdings (collectively referred to with the Common Stock of Holdings as
"Junior Securities") and (ii) rank on a parity with each series of Preferred
Stock existing on the date hereof the terms of which do not expressly provide
that it ranks junior to any senior Preferred Stock as to dividend distributions
and distributions upon the liquidation, winding-up and dissolution of Holdings
and any class of capital stock or series of Preferred Stock hereafter created by
the Board of Directors, the terms of which expressly provide that such class or
series shall rank on a parity with the Senior Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of Holdings (collectively referred to as "Parity Securities").
5. OPTIONAL REDEMPTION. (a) Holdings may (subject to contractual
and other restrictions with respect thereto and the legal availability of funds
therefor), at the option of the Board of Directors, redeem at any time on or
after March 15, 2002, from any source of funds legally available therefor, in
whole or in part, in the manner set forth in the Certificate of Designations,
any or all of the shares of the Senior Preferred Stock, at the redemption prices
(expressed as a percentage of the liquidation preference thereof) set forth
below plus, without duplication, an amount in cash equal to all accumulated and
unpaid dividends per share (including an amount in cash equal to a prorated
dividend for the period from the Dividend Payment Date immediately prior to the
Redemption Date to the Redemption Date), if redeemed during the 12-month period
beginning on March 15 of each of the calendar years indicated below:
Year Percentage
---- ----------
2002. . . . . . . . . . . . . . . . . . .106.500%
2003. . . . . . . . . . . . . . . . . . .104.333%
2004. . . . . . . . . . . . . . . . . . .102.167%
2005 and thereafter . . . . . . . . . . .100.000%
(b) In addition, at any time, Holdings any redeem, subject to certain
restrictions in the Certificate of Designations, shares of the Senior Preferred
Stock, in whole or in part, at the option of Holdings, at a redemption price
equal to 113% of the liquidation preference thereof, plus an amount in cash
equal to all accumulated and unpaid dividends per share (including an amount
in cash equal to a prorated dividend for the period from the Dividend Payment
Date immediately prior to the Redemption Date to the Redemption Date), with
the proceeds of a Public Equity Offering (as defined in the Certificate of
Designations), provided that such redemption occurs within 60 days after
consummation of such Public Equity Offering.
6. MANDATORY REDEMPTION. On March 15, 2009, Holdings shall redeem
(subject to the legal availability of funds therefor) from any source of funds
legally available therefor, in the manner provided in the Certificate of
Designations, all of the shares of the Senior Preferred Stock then outstanding
at a redemption price equal to 100% of the liquidation preference per share,
plus an amount in cash equal to all accumulated and unpaid dividends per share
(including an amount equal to a prorated dividend for the period from the
Redemption Date immediately prior to the Redemption Date to the Redemption
Date).
7. EXCHANGE. Holdings may at its option exchange all, but not less
than all, of the then outstanding shares of Senior Preferred Stock into
Holdings' 13% Subordinated Exchange Debentures due 2009 (the "Exchange
Debentures") on any Dividend Payment Date, pursuant to and in accordance with
the provisions of the Certificate of Designations and, provided that on the date
of such exchange: (1) there shall be no contractual impediments to such
exchange; (2) there shall be legally available funds sufficient therefor
(including, without limitation, legally available funds sufficient therefor
under Sections 160 and 170 (or any successor provisions) of the Delaware General
Corporation Law); (3) either (a) a registration statement relating to the
Exchange Debentures shall have been declared effective under the Securities Act
of 1933, as amended (the "Securities Act"), prior to such exchange and shall
continue to be in effect on the date of such exchange or (b)(i) Holdings shall
have obtained a written opinion of counsel that an exemption from the
registration requirements of the Securities Act is available for such exchange
and that upon receipt of such Exchange Debentures pursuant to such exchange made
in accordance with such exemption, the holders (assuming such holder is not an
Affiliate of Holdings) thereof shall not be subject to any restrictions imposed
by the Securities Act upon the resale thereof and (ii) such exemption is relied
upon by Holdings for such exchange; (4) the indenture for the Exchange
Debentures (the "Exchange Debenture Indenture") and the Trustee shall have been
qualified under the Trust Indenture Act of 1939, as amended; (5) immediately
after giving effect to such exchange, no Default or Event of Default (each as
defined in the Exchange Debenture Indenture) would exist under the Exchange
Debenture Indenture; and (6) Holdings shall have delivered to the Trustee a
written opinion of counsel, dated the date of exchange, regarding the
satisfaction of the conditions set forth in clauses (1), (2), (3), (4) and (5).
In the event that the issuance of the Exchange Debentures is not permitted on
the date of exchange or any of the conditions set forth in clauses (1) through
(6) of the preceding sentence are not satisfied on the date of exchange,
Holdings shall use its best efforts to satisfy such conditions and effect such
exchange as soon as practicable.
8. VOTING RIGHTS. The Holders of shares of the Senior Preferred
Stock, except as otherwise required under the laws of the State of Delaware or
as set forth below or as set forth in the Certificate of Designations, shall not
be entitled or permitted to vote on any matter required or permitted to be voted
upon by the stockholders of Holdings.
9. DEFAULT. If (1) dividends on the Senior Preferred Stock are in
arrears and unpaid (and, in the case of dividends payable after March 15, 2002,
are not paid in cash) for four consecutive quarterly periods (a "Dividend
Default"); (2) Holdings fails to discharge any redemption obligation of the
Senior Preferred Stock when required (a "Redemption Default"), whether or not
Holdings is permitted to do so by the terms of any indenture, the credit
agreement or any other obligations of Holdings; (3) Holdings fails to make an
offer to purchase all outstanding shares of Senior Preferred Stock following a
Change of Control (as defined in the Certificate of Designations) if such offer
to purchase is required to be made pursuant to the Certificate of Designations
or fails to purchase shares of Senior Preferred Stock from holders who elect to
have such shares purchased pursuant to such Change of Control offer (a "Change
of Control Default"), whether or not Holdings is permitted to do so by the terms
of any indenture, the credit agreement or any other obligation of Holdings;
(4) Holdings breaches or violates one of the provisions set forth in paragraph
(m) the Certificate of Designations and the breach or violation continues for a
period of 30 days or more (a "Restriction Default"); or (5) a default occurs on
the obligations to pay principal of, interest on or any other payment obligation
when due (a "Payment Default") at final maturity on one or more classes of
Indebtedness of Holdings or any Subsidiary of Holdings, whether such
Indebtedness exists on the Senior Preferred Stock Issue Date or is incurred
thereafter, having individually or in the aggregate, an outstanding principal
amount of $25,000,000 or more, or any other Payment Default occurs on one or
more such classes of Indebtedness and such class or classes of Indebtedness are
declared due and payable prior to their respective maturities, then, in any such
case, the number of directors constituting the Board of Directors shall be
adjusted as set forth in the Certificate of Incorporation to permit the Holders
of the majority of the then outstanding Senior Preferred Stock, voting
separately as one class, to elect two directors. Subject to certain conditions,
Holders of a majority of the issued and outstanding shares of the Senior
Preferred Stock, voting separately as one class, shall have the exclusive right
to elect two directors at a meeting therefor called upon occurrence of such
Dividend Default, Redemption Default, Change of Control Default, Restriction
Default or Payment Default, as the case may be, and at every subsequent meeting
at which the terms of office of the directors so elected by the Holders of the
Senior Preferred Stock expire. Each such event described in clauses (1), (2),
(3), (4) and (5) is a "Voting Rights Triggering Event."
10. REGISTRATION RIGHTS. Pursuant to a Preferred Stock Registration
Rights Agreement (the "Preferred Stock Registration Rights Agreement") between
the Initial Purchaser and Holdings, Holdings agree to: (i) file with the
Commission within 60 days of the consummation of the Unit Offering a
registration statement (the "Preferred Stock Exchange Offer Registration") with
respect to an offer to exchange the Senior Preferred Stock for a new issue of
preferred stock of Holdings (the "New Senior Preferred Stock") registered under
the Securities Act, with terms substantially identical to those of the Senior
Preferred Stock (the "Preferred Stock Exchange Offer"); (ii) use their best
efforts to cause such registration statement to become effective within 120 days
of the consummation of the Units Offering; and (iii) cause the Preferred Stock
Exchange Offer to be consummated within 150 days of the consummation of the
Units Offering. If: (i) the Preferred Stock Exchange Offer is not permitted by
applicable law or (ii) any holder of Transfer Restricted Securities (as defined
in the Offering Memorandum) notifies Holdings (A) that it is prohibited by law
or Commission policy from participating in the Preferred Stock Exchange Offer,
(B) that it may not resell the New Senior Preferred Stock acquired by it in the
Preferred Stock Exchange Offer to the public without delivering a prospectus and
the prospectus contained in the Preferred Stock Exchange Offer Registration
Statement is not appropriate or available for such resales or (C) that it is a
broker-dealer and holds Senior Preferred Stock acquired directly from Holdings
or an affiliate of Holdings, Holdings will be required to provide a shelf
registration statement to cover resales of the Senior Preferred Stock by the
holders thereof. If Holdings fails to satisfy these registration obligations,
it will be required to pay Liquidated Damages to the holders of the Senior
Preferred Stock under certain circumstances.
11. CHANGE OF CONTROL. Upon the occurrence of a Change of Control,
each Holder of Senior Preferred Stock shall have the right to require Holdings
to purchase all or any part of such Holder's Senior Preferred Stock at a
purchase price in cash equal to 101% of the aggregate liquidation preference
thereof plus, without duplication, an amount in cash equal to all accumulated
and unpaid dividends per share pursuant to and in accordance with the
Certificate of Designations.
12. RESTRICTIVE COVENANTS. The Certificate of Designations contains
certain covenants that limit the ability of Holdings to redeem or repurchase
Junior Securities or Parity Securities and pay dividends thereon, to merge or
consolidate with any other entity, to sell assets and to enter into transactions
with affiliates. The Certificate of Designations also requires Holdings to
deliver certain reports and information to the holders of the Senior Preferred
Stock.
13. AUTHENTICATION. The Units shall not be valid until the Unit
Agent or Authentication Agent manually signs the certificate of authentication
on the Units.
14. ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of shares of Senior Preferred Stock 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).
15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, Holdings has caused
CUSIP numbers to be printed on the Global Unit as a convenience to the Holders
of the Global Unit. No representation is made as to the accuracy of such
numbers as printed on the Global Unit and reliance may be placed only on the
other identification numbers printed hereon.
Holdings will furnish to any Holder of a Senior Preferred Stock
Certificate upon written request and without charge a copy of the Certificate of
Designations, which has the text of this share of Senior Preferred Stock in
larger type. Requests may be made to: Anvil Holdings, Inc., ▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
II. PROVISIONS RELATING TO THE CLASS B COMMON STOCK
ANVIL HOLDINGS, INC.
The Second Amended and Restated Certificate of Incorporation (the
"Restated Certificate") of Anvil Holdings, Inc. ("Holdings") provides for the
authorization of three classes of Common Stock: Class A Common Stock, Class B
Common Stock and Class C Common Stock (collectively, the "Common Stock").
Holders of Class B Common Stock are entitled to one vote per share on
all matters to be voted on by stockholders while holders of Class A Common Stock
and Class C Common Stock have no right to vote on ▇▇▇ matters except in special
circumstances as specified in the Restated Certificate. Subject to the rights
of the holders of preferred stock and the restrictions, if any, imposed by
indebtedness outstanding from time to time, the holders of Class B Common Stock
are entitled to dividends and other distributions, as and when declared or paid,
whether in cash, property or securities of Holdings by the Board of Directors of
holdings out of assets legally available therefore. Holders of Common Stock are
entitled to share in such dividends or distributions on a pro rata basis, except
that the holders of Class A Common Stock are entitled to a priority on all such
dividends in an amount equal to the then outstanding Class A Preference (as
defined below). The holders of Common Stock do not have preemptive,
subscription, redemption or sinking fund rights under the terms of the Restated
Certificate.
Upon any voluntary or involuntary liquidation, dissolution or winding
up of Holdings, holders of Class A Common Stock are entitled to be paid out of
the assets of Holdings then available for distribution, a preference (the "Class
A Preference") of $100 per share before any distribution is paid on any other
shares of Common Stock. The Class A Preference accrue at a rate of 12.5% per
annum. After satisfaction of all its liabilities, the payment of the
liquidation preference of any outstanding shares of preferred stock and the
payment of the Class A Preference, the holders of shares of Common Stock are
entitled to share ratably in the distribution of all of Holdings' assets
remaining available for distribution. If Holdings in any manner subdivides or
combines the outstanding shares of any class of Common Stock, the outstanding
shares of all other classes of Common Stock will be proportionately subdivided.
Shares of Class A Common Stock and Class B Common Stock are not
convertible. Shares of Class C Common Stock are convertible at the option of
the holders representing a majority of the outstanding Class C Common Stock,
into an equal number of shares of Class B Common Stock.
Holdings is party to a Registration Rights and Securityholders
Agreement pursuant to which it has certain registration obligations with respect
to the Class B Common Stock.
ASSIGNMENT FORM
If you the Holder want to assign this Unit, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Unit to:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type name, address and zip code and
social security or tax ID number of assignee)
and irrevocably appoint ______________________________________, agent to
transfer this Unit on the books of Holdings. The agent may substitute another
to act for him.
Dated: _____________ Signed:________________________________________________
(Sign exactly as your name appears
on the other side of this Unit)
SCHEDULE OF INCREASES OR DECREASES OF UNITS
The following increases or decreases in this Global Unit have been made:
Number of Units of
Amount of decrease in Amount of increase in this Global Unit
Date of Number of Units of this Number of Units of following such Signature of authorized
Exchange Global Unit this Global Unit decrease or increase signatory of Unit Agent
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