EXHIBIT 4(c)
GLOBIX CORPORATION
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13% SENIOR NOTE DUE 2005, SERIES B
CUSIP NO.
No. $
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Globix Corporation, a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to or registered assigns,
the principal sum of United States
dollars on May 1, 2005, at the office or agency of the Company referred to
below, and to pay interest thereon from the date of issuance, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on May 1 and November 1 in each year, commencing
November 1, 1998 at the rate of 13% per annum, in United States dollars,
until the principal hereof is paid or duly provided for; provided that to
the extent interest has not been paid or duly provided for with respect to
the Series A Security exchanged for this Series B Security, interest on
this Series B Security shall accrue from the most recent Interest Payment
Date to which interest on the Series A Security which was exchanged for
this Series B Security has been paid or duly provided for. Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day
months.
This Series B Security was issued pursuant to the Exchange Offer
pursuant to which the 13% Senior Notes due 2005, Series A (herein called
the "Series A Securities") in like principal amount were exchanged for the
Series B Securities. The Series B Securities rank pari passu in right of
payment with the Series A Securities.
In addition, for any period in which the Series A Security exchanged
for this Series B Security was outstanding, in the event that (a) the
Exchange Offer Registration Statement is not filed with the Commission on
or prior to the date specified in the Registration Rights Agreement, (b)
the Exchange Offer Registration Statement has not been declared effective
on or prior to the date specified in the Registration Rights Agreement, (c)
the Exchange Offer is not consummated or a Shelf Registration Statement is
not declared effective, in either case, on or prior to the date specified
in the Registration Rights Agreement the date of original issue of the
Series A Security, or (d) the Shelf Registration Statement or the Exchange
Offer Registration Statement is declared effective but thereafter ceases to
be effective or usable in connection with resales of the Series A
Securities during the periods specified above, without being succeeded
immediately by a post-effective amendment to such Registration Statement
that cures such failure and that is itself declared effective within a five
Business Day period after filing such post-effective amendment (each such
event referred to in clauses (a) through (d) above, a "Registration
Default"), then commencing on the day following the date on which such
Registration Default occurs, the interest rate borne by the Series A
Securities shall be increased by one-half of one percent per annum for the
90-day period following such Registration Default, which rate will increase
by one-half of one percent per annum with respect to each subsequent 90-day
period up to a maximum of one and one half percent (1.50%) per annum until
cured ("Additional Interest"). Following the cure of all Registration
Defaults, the accrual of Additional Interest will cease and the interest
rate will revert to the original rate; provided that, to the extent
interest at such increased interest
rate has been paid or duly provided for with respect to the Series A
Security, interest at such increased interest rate, if any, on this
Series B Security shall accrue from the most recent Interest Payment Date
to which such interest on the Series A Security has been paid or duly
provided for; provided, however, that, if after any such reduction in
interest rate, a different event specified in clause (a), (b), (c) or (d)
above occurs, the interest rate shall again be increased pursuant to the
foregoing provisions.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture hereinafter
referred to, be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the April 15 or
October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid, or duly provided for, and interest on such defaulted interest at the
interest rate borne by the Series B Securities, to the extent lawful, shall
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 Security (or any
Predecessor Securities) 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 Securities 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 Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
this Indenture.
Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or registration of transfer of the Security, will be
made at the office or agency of the Company in The City of New York
maintained for such purpose (which initially will be a corporate trust
office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇),
or at such other office or agency as may be maintained for such purpose, or
at such other office or agency as may be maintained for such purpose, or,
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 on the Security Register, and provided, that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest on all Global Securities and all other Securities
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be 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.
Reference is hereby made to the further provisions of this Security
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 duly executed
by the Trustee referred to on the reverse hereof or by the authenticating
agent appointed as provided in the Indenture by manual signature of an
authorized signer, this Security 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 by the manual or facsimile signature of its authorized officers
and its corporate seal to be affixed or reproduced hereon.
Dated:
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GLOBIX CORPORATION
[Seal]
By:
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Title:
Attest:
Authorized Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 13% Senior Notes due 2005, Series B referred to in
the within-mentioned Indenture.
MARINE MIDLAND BANK, as Trustee
By:
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Authorized Signatory
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the
Box:
If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):
$
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Date: Your Signature:
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(Sign exactly as your name appears on the
other side of this Security)
Signature Guarantee:
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[Signature must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with
membership in an approved guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15]
(Reverse of Note)
Globix Corporation
13% Senior Note due 2005, Series B
This Security is one of a duly authorized issue of Securities of
the Company designated as its 13% Senior Notes due 2005, Series B
(herein called the "Securities"), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal
amount to $160,000,000, issued under and subject to the terms of an
indenture (the "Indenture") dated as of April 30, 1998, between the
Company and Marine Midland 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, obligations and immunities thereunder of the Company, the
Guarantors, if any, the Trustee and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be,
authenticated and delivered.
The Indenture contains provisions for defeasance at any time of
(a) the entire Indebtedness on the Securities and (b) certain
restrictive covenants and related Defaults and Events of Default, in
each case upon compliance with certain conditions set forth therein.
The Securities are subject to redemption at any time on or after
May 1, 2001, at the option of the Company, in whole or in part, on not
less than 30 nor more than 60 days' prior notice, in amounts of $1,000
or an integral multiple thereof, at the following redemption prices
(expressed as percentages of the principal amount), if redeemed during
the 12-month period beginning on May 1, of the years indicated below:
Redemption
Year Price
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2001 ..................................... 106.500%
2002 ..................................... 104.333%
2003 ..................................... 102.166%
and thereafter at 100% of the principal amount, in each case, together
with accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant record dates
to receive interest due on an Interest Payment Date).
In addition, at any time on or prior to May 1, 2000, the Company
may, at its option, use the net proceeds of one or more Public Equity
Offerings or the sale of Common Stock (other than Disqualified Stock)
of the Company to a Strategic Investor in a single transaction or in a
series of related transactions, to redeem up to an aggregate of 35% of
the aggregate principal amount of Securities originally issued under
the Indenture at a redemption price equal to 113% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the Redemption Date; provided that at least 65% aggregate
principal amount of the initially issued aggregate principal amount of
Securities remains outstanding immediately after the occurrence of
such redemption. In order to effect the foregoing redemption, the
Company must mail a notice of redemption no later than 45 days after
the closing of
the related Public Equity Offering or sale of Common Stock to a
Strategic Investor and must consummate such redemption within 60 days
of the closing of the Public Equity Offering or sale of Common Stock
to a Strategic Investor.
If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed
pro rata, by lot or by any other method the Trustee shall deem fair
and reasonable.
Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or
in part in integral multiples of $1,000, at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase, pursuant
to Change of Control Offer and in accordance with the procedures set
forth in the Indenture.
Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not
used to permanently repay Pari Passu Indebtedness of the Company or
invested in properties or other assets that replace the properties and
assets that were the subject of the Asset Sale and which will be used
only in an Internet Service Business, exceeds a specified amount, the
Company will be required to apply such proceeds to the repayment of
the Securities and certain Indebtedness ranking pari passu in right of
payment to the Securities.
In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities of record as of the close of business on
the relevant Regular Record Date or Special Record Date referred to on
the face hereof. Securities (or portions thereof) for whose
redemption and payment provision is made in accordance with the
Indenture shall cease to bear interest from and after the Redemption
Date.
In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders and certain
amendments which required the consent of all of the Holders) as
therein provided, the amendment thereof and the modification of the
rights and obligations of the Company and the Guarantors, if any, and
the rights of the Holders under the Indenture and the Securities and
the Guarantees, if any, at any time by the Company and the Trustee
with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of at least
a majority in aggregate principal amount of the Securities (100% of
the Holders in certain circumstances) at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by
the Company and the Guarantors, if any, with certain provisions of the
Indenture and the Securities and the Guarantees, if any, and certain
past Defaults under the Indenture and the Securities and the
Guarantees, if any, and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of
the Company, any Guarantor or any other obligor on the Securities (in
the event such Guarantor or such other obligor is obligated to make
payments in respect of the Securities), which is absolute and
unconditional, to pay the principal of, premium, if any, and interest
on, this Security 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 Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of
Manhattan, The City of New York, 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 its
attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A
Global Securities or the Regulation S Global Securities if (x) the
Company notifies the Trustee in writing that the Depositary is
unwilling or unable to continue as depository for such Global Security
and a successor depository is not appointed by the Company within 90
days or (y) the Company, at its option, notifies the Trustee in
writing that it elects to cause the issuance of certificated Series B
Securities. Upon any such issuance, the Trustee is required to
register such certificated Series B Securities in the name of, and
cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof).
Series B Securities in certificated form 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 Series B Securities are
exchangeable for a like aggregate principal amount of Securities of a
differing authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any registration of transfer
or exchange of Securities, 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 Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the
Company, any Guarantor or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, any
Guarantor, the Trustee nor any such agent shall be affected by notice
to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.
All terms used in this Security which are defined in the
Indenture and not
otherwise defined herein shall have the meanings assigned to them in
the Indenture.
TRANSFEREE CERTIFICATE
I or we assign and transfer this Security to:
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Please insert social security or other identifying number of assignee
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Print or type name, address and zip code of assignee and irrevocably appoint
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[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.
Dated Signed
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(Sign exactly as name appears on the other
side of this Security)
[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]
II-1
