EXHIBIT 4.3
[FORM OF FACE OF EXCHANGE NOTE]
ESTERLINE TECHNOLOGIES CORPORATION
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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.
7.75% SENIOR SUBORDINATED NOTES DUE 2013
No._______________________ $ [___________]
[CUSIP No. ___________]
Esterline Technologies Corporation, a Delaware corporation, promises to pay to
_________________ or registered assigns the principal sum of [___________]
Dollars on June 15, 2013.
Interest Payment Dates: June 15 and December 15, commencing
December 15, 2003
Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.
ESTERLINE TECHNOLOGIES CORPORATION
By:___________________________________________
Name:
Title:
By:___________________________________________
Name:
Title:
Dated: [______]
Certificate of Authentication:
The Bank of New York,
as Trustee, certifies that this is one of
the Notes referred to in the within-
mentioned Indenture.
By:________________________________________________
Authorized Signatory
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[REVERSE OF NOTE]
ESTERLINE TECHNOLOGIES CORPORATION
7.75% SENIOR SUBORDINATED NOTES DUE 2013
1. Interest. Esterline Technologies Corporation, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at 7.75% per annum from June 11, 2003 until maturity; provided, however, that if
a Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Note from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured at a rate of 0.5% per annum with
respect to the first 90-day period following such Registration Default,
increasing by an additional 0.5% per annum with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of additional interest of 1.0% per annum. The Company will pay interest
semiannually on June 15 and December 15 of each year (each an "Interest Payment
Date"), or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Notes will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid,
from June 11, 2003; 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 December 15, 2003. The Company shall
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 equal to the interest rate then in effect; it shall pay
interest on overdue installments of interest (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 shall pay interest on the Notes
(except defaulted interest) to the persons who are registered holders of Notes
at the close of business on the record date immediately preceding the Interest
Payment Date, even if such Notes are cancelled after the record date and on or
before the Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York maintained for such
purposes, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of, premium, if any, and
interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company will pay principal of, premium, if any, and interest on the Notes in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
such amounts by check payable in such money. It may mail an interest check to a
Holder's registered address.
3. Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice. The Company or any of its Subsidiaries may act
as Paying Agent or Registrar.
4. Indenture. The Company issued the Notes under an Indenture, dated as
of June 11, 2003 (the "Indenture"), among the Company, the Subsidiary Guarantors
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbb) as in effect on the
date of the Indenture. Notwithstanding anything to the contrary herein, 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 Indenture pursuant to which
the Notes are issued provides that an unlimited aggregate principal amount of
Notes may be issued thereunder.
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5. Guarantees. The Notes are general senior subordinated unsecured
obligations of the Company. The Company's obligation to pay principal, premium,
if any, and interest with respect to the Notes is unconditionally guaranteed on
a senior subordinated basis, jointly and severally, by the Subsidiary Guarantors
pursuant to Article Eleven of the Indenture. Certain limitations to the
obligations of the Subsidiary Guarantors are set forth in further detail in the
Indenture.
6. Subordination. Each Holder by accepting this Note agrees, that
payment of principal, premium, if any, and interest on (or any other Obligations
relating to) the Notes is subordinated in right of payment, to the extent and in
the manner provided in Article Ten of the Indenture, to the prior payment in
full in cash of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. Each Holder by
accepting this Note agrees, that any payment in respect of the Subsidiary
Guarantee of each Subsidiary Guarantor is subordinated in right of payment, to
the extent and in the manner provided in Article Twelve of the Indenture, to the
prior payment in full in cash of all Senior Debt of such Subsidiary Guarantor
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.
7. Optional Redemption. Except as described below, the Notes will not
be redeemable at the Company's option prior to June 15, 2008. At any time on or
after June 15, 2008, the Company may, at its option, redeem all or any portion
of the Notes at the redemption prices (expressed as percentages of the principal
amount of the Notes) set forth below, plus, in each case, accrued interest
thereon to the applicable redemption date, if redeemed during the 12-month
period beginning June 15 of the years indicated below:
Year Percentage
---- ------------
2008 103.875%
2009 102.583%
2010 101.292%
2011 and thereafter 100.000%
Notwithstanding the foregoing, at any time and from time to time on or
prior to June 15, 2006, the Company may redeem in the aggregate up to 35% of the
aggregate principal amount of the Notes originally issued under the Indenture
with the proceeds of one or more Public Equity Offerings, at a redemption price
(expressed as a percentage of principal amount) of 107.75%, plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that (1) at least 65% of the
aggregate principal amount of the Notes originally issued under the Indenture
must remain outstanding after each such redemption and (2) any such redemption
must occur within 60 days of the date of the closing of the Public Equity
Offering.
8. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments or sinking fund payments with respect to the
Notes.
9. Selection and Notice of Redemption. Notice of redemption will be
mailed to the Holder's registered address at least 30 days but not more than 60
days before the redemption date to each Holder of Notes to be redeemed. If less
than all Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed in multiples of $1,000 pro rata, by lot or by any other method that the
Trustee considers fair and appropriate; provided that if the Notes are listed on
any securities exchange, that such method complies with the requirements of such
exchange. Notes in denominations larger than $1,000 may be redeemed in part. On
and after the redemption date interest ceases to accrue on Notes or portions of
them called for redemption (unless the Company shall default in the payment of
the redemption price or accrued interest).
10. Repurchase at Option of Holder. (a) Upon the occurrence of a Change
of Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to a Change of Control Offer at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, to the date of purchase. Within 30 days following any
Change of Control, the Company will mail a notice to each Holder describing,
among
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other things, the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on the date specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed, pursuant to the procedures required by the Indenture
and described in such notice.
(b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option to (1) repay Senior
Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto or (2) to purchase
Replacement Assets or to make a capital expenditure in or that is used or useful
in a Permitted Business. Any Net Proceeds from Asset Sales that are not applied
or invested as provided in the preceding paragraph shall constitute "Excess
Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds
$10.0 million, the Company shall make an "Asset Sale Offer" to all Holders of
Notes, and all holders of other Indebtedness that is pari passu with the Notes
or any Subsidiary Guarantee containing provisions similar to those set forth in
this Indenture with respect to offers to purchase with the proceeds of sales of
assets, to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer shall be equal to 100% of principal amount of the
Notes purchased plus accrued and unpaid interest thereon to the date of
purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro
rata basis based on the principal amount of Notes and such other pari passu
Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.
11. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Notes selected for redemption. Also, it need not transfer or exchange any
Notes for a period of 15 days before the mailing of a notice of redemption of
Notes to be redeemed.
12. Persons Deemed Owners. The registered Holder of a Note may be
treated as the owner of it for all purposes and neither the Company, any
Subsidiary Guarantor, the Trustee nor any Agent shall be affected by notice to
the contrary.
13. Amendment, Supplement, 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 aggregate principal amount of the Notes, and
any past default or noncompliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Notes.
Without the consent of any Holder, the Company may amend or supplement the
Indenture or the Notes to: cure any ambiguity, defect or inconsistency; provide
for uncertificated Notes in addition to or in place of certificated Notes;
provide for the assumption of the Company's or any Subsidiary Guarantor's
Obligations to the Holders of the Notes in the case of a merger or consolidation
or sale of all or substantially all of the Company's or such Subsidiary
Guarantor's assets pursuant to the provisions of Section 5.01, 4.20(B) or 4.21
of the Indenture; to make any change that would provide any additional benefit
or rights to the Holders or that does not adversely affect the legal rights
hereunder of any such Holder; to comply with requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the TIA;
to comply with Sections 4.20(C) (release of Subsidiary Guarantees) and 4.22
(Additional Subsidiary Guarantors) of the Indenture; or evidence and provide for
the acceptance of appointment by a successor Trustee.
14. Defaults and Remedies. If an Event of Default (other than an Event
of Default related to bankruptcy or insolvency of the Company, any Significant
Subsidiary of the Company or any Subsidiaries of the Company that, taken
together as a whole, would constitute a Significant Subsidiary) under the
Indenture occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on, all the Notes then outstanding to be due and
payable, by a notice in writing to the Company (and to the Trustee, if given by
Holders) specifying the respective Event of Default and upon any such
declaration such principal, premium, if any, and accrued and unpaid interest
shall become immediately due and payable; provided,
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however, that so long as any Obligations under any Credit Facilities shall be
outstanding, the acceleration shall not be effective until the earlier of (1) an
acceleration of Indebtedness under such Credit Facilities or (2) five business
days after receipt by the Company and the agent under such Credit Facilities of
written notice of such declaration of acceleration of the Notes. If an Event of
Default related to bankruptcy or insolvency of the Company, any Significant
Subsidiary of the Company or any Subsidiaries of the Company that, taken
together as a whole, would constitute a Significant Subsidiary occurs, all
unpaid principal of, and accrued interest on, the Notes then outstanding will
become due and payable immediately, without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity and
security satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Notes may direct the Trustee in its exercise of any trust or
power.
15. Trustee Dealings with Company and Subsidiary Guarantors. The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Company, the
Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the
same rights it would have if it were not Trustee.
16. Authentication. This Note shall not be valid until the Trustee or
an authenticating agent signs the certificate of authentication on the other
side of this Note.
17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.
18. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company, any Subsidiary Guarantor or the Trustee,
shall not have any liability for any obligations of the Company, any Subsidiary
Guarantor or the Trustee, 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 issue of the Notes.
19. 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).
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Esterline Technologies
Corporation, 500 108th Avenue NE, Bellevue, Washington 98004, Attention: Robert
D. George.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee's social security or tax I.D. no.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint as agent to transfer
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this Note on the books of the Company. The agent may substitute another to act
for him.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
Your Name:
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Date:
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Signature Guarantee:
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FORM OF OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, check the box:
If you want to have only part of this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the amount (in
integral multiples of $1,000:
$
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Date: Signature:
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(Sign exactly as your name appears on the other
side of this Note)
Name:
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Signature Guarantee:
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
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DATE OF EXCHANGE AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF THIS SIGNATURE OF AUTHORIZED
PRINCIPAL AMOUNT OF THIS PRINCIPAL AMOUNT OF THIS GLOBAL NOTE FOLLOWING SIGNATORY OF TRUSTEE OR
GLOBAL NOTE GLOBAL NOTE SUCH DECREASE OR INCREASE NOTES CUSTODIAN
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