Exhibit 4.3
EXHIBIT A
[FORM OF FACE OF NOTE]
[Include the following legend for Global Notes only:
"THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY 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.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE."]
[Include the following legend on all Notes that are Restricted Notes:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE
SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN ACCORDANCE WITH THE
TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER WHICH THIS NOTE WAS
ISSUED."]
HOLLINGER INC.
11.875% SENIOR SECURED NOTES due 2011
No. ____ $___________
[If the Note is a Global Note, include the following two lines:
as revised by the Schedule of Increases and
Decreases in Global Note attached hereto]
CUSIP No. 43556CAE1
[If the Note is a Regulation S Global Note, delete the reference to CUSIP No.
and replace it with: ISIN No. C43776AA8]
HOLLINGER INC., a corporation incorporated under the Canada
Business Corporation Act (herein called "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _________________ or its registered assigns,
the principal sum of _____________ United States dollars on March 1, 2011, at
the office or agency of the Company referred to below, and to pay interest
thereon from March 10, 2003 or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or duly provided for,
semi-annually on March 1 and September 1 (each, an "Interest Payment Date")
commencing September 1, 2003 at the rate of 11.875% per annum, in United States
dollars, until the principal hereof is paid or duly provided for.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so paid or duly provided for, and interest on such defaulted
interest at the interest rate borne by the Notes, to the extent lawful, shall
forthwith cease to be payable to the Holder in whose name such Note is
registered as of such Regular Record Date, and may be paid on the Special
Payment Date to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on a Special Record Date to be
fixed by the Trustee (and for which notice shall be given to Holders of Notes
not less than 10 days prior to such Special Payment Date) or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of, premium, if any, and interest on
this Note will be made at the office or agency of the Company maintained for
that purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto
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as such address shall appear on the Note Register. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. Payments in respect of
Notes represented by a Global Note (including principal and interest) will be
made by the transfer of immediately available funds to the accounts specified by
DTC.
Whenever interest to be paid hereunder is to be calculated on
the basis of a year of three hundred and sixty (360) days, the yearly rate of
interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by three
hundred and sixty (360). The foregoing is disclosed herein solely for the
purpose of providing the disclosure required under the Interest Act (Canada).
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.
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, this Note shall not
be entitled to any benefit under the Indenture, the Guarantees or the Security
Agreement, or be valid or obligatory for any purpose.
GUARANTEE OF RAVELSTON MANAGEMENT INC.
For value received, RAVELSTON MANAGEMENT INC., a corporation
incorporated under the laws of the Province of Ontario, hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Note and the
Trustee, as if Ravelston Management Inc. were the principal debtor, the punctual
payment, on demand, of principal of, premium, if any, and interest on this Note
in the amounts and at the time when due and interest on the overdue principal
and interest, if any, of this Note, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Notes, to the
holder of this Note and the Trustee, all in accordance with and subject to the
terms and limitations of this Note and Article Thirteen of the Indenture. This
Guarantee will not become effective until the Trustee duly executes the
certificate of authentication on this Note.
GUARANTEE OF 504468 N.B. INC.
For value received, 504468 N.B. INC., a corporation
incorporated under the laws of the Province of New Brunswick, hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Note and the
Trustee, as if 504468 N.B. Inc. were the principal debtor, the punctual payment,
on demand, of principal of, premium, if any, and interest on this Note in the
amounts and at the time when due and interest on the overdue principal and
interest, if any, of this Note, if lawful, and the payment or performance of all
other obligations of the Company under the Indenture or the Notes, to the holder
of this Note and the Trustee, all in accordance with and subject to the terms
and limitations of this Note and Article Thirteen of the Indenture. This
Guarantee will not become effective until the Trustee duly executes the
certificate of authentication on this Note.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed by the manual or facsimile signature of its
authorized officers.
Dated:
HOLLINGER INC.
By _____________________________
Authorized Signatory
RAVELSTON MANAGEMENT INC.,
as Guarantor
Attest: _______________________ By _____________________________
Authorized Signatory
504468 N.B. INC., as Guarantor
Attest: _______________________ By _____________________________
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Notes referred to in the within-mentioned
Indenture.
WACHOVIA TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By _____________________________
Authorized Signatory
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[FORM OF REVERSE OF NOTE]
HOLLINGER INC.
11.875% SENIOR SECURED NOTES due 2011
This Note is one of a duly authorized issue of Notes of the
Company designated as its 11.875 % Senior Secured Notes due 2011 (herein called
the "Notes"), which may be issued under and are subject to the terms of an
indenture (herein called the "Indenture") dated as of March 10, 2003, among the
Company, Ravelston Management Inc., as guarantor ("RMI"), 504468 N.B. Inc., as
guarantor ("NBI"), The Ravelston Corporation Limited, Sugra Limited and Wachovia
Trust Company, National Association, as trustee (together with any successor
Trustee under the Indenture, the "Trustee"), 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 Note Guarantors, the Trustee and the Holders, and
of the terms upon which the Notes are, and are to be, authenticated and
delivered.
The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness evidenced by this Note and (b) certain covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.
The Notes are not subject to any sinking fund and are subject
to redemption prior to maturity as set forth below.
The Notes are subject to redemption, in whole or in part, at
any time on or after March 1, 2007, at the option of the Company upon not less
than 30 nor more than 60 days' prior notice to the Holders by first-class mail,
in amounts of $1,000 or integral multiples of $1,000 at the following redemption
prices (expressed as a percentage of the principal amount) if redeemed during
the 12-month period beginning March 1 of the years indicated below:
Year Redemption Price
---- ----------------
2007................................. 105.938%
2008................................. 102.969%
2009 and thereafter.................. 100.000%
in each case together with accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on relevant Regular
Record Dates or Special Record Dates to receive interest due on an Interest
Payment Date).
In addition, at any time on or prior to March 1, 2006, the
Company may redeem up to 35% of the principal amount of Notes issued under the
Indenture with the net proceeds of a Public Equity Offering at 111.875% of the
aggregate principal amount, together with accrued and unpaid interest, if any,
to the Redemption Date (subject to the right of Holders of record on relevant
Regular Record Dates or Special Record Dates to receive interest due on an
Interest Payment Date). A "Public Equity Offering" means a public offering of
Qualified Capital Stock of Hollinger International (the proceeds of which are
contributed to the Company) or the Company.
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In addition, the Company may elect to redeem the Notes, as a
whole and not in part, upon not less than 30 nor more than 60 days' notice, at
any time, at a Redemption Price equal to the principal amount thereof plus
accrued interest to the date fixed for redemption only if, as a result of (1)
any change in or amendment to the laws of Canada (or of any political
subdivision or taxing authority therein or thereof) or any regulations or
rulings promulgated thereunder or any change in the official interpretation or
official application of such laws, regulations or rulings (including a judgment,
holding or order by a court of competent jurisdiction), or (2) any change in the
official application or interpretation (including a judgment, holding or order
by a court of competent jurisdiction) of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which Canada (or such political
subdivision or taxing authority) is a party, which change, amendment or treaty
becomes effective on or after the date of the Indenture: (i) the Company is or
would be required on the next succeeding due date for a payment with respect to
the Notes to pay any Additional Amounts with respect to the Notes pursuant to
Section 10.21 of the Indenture, or (ii) with respect to any payment due or to
become due under the Guarantees or this Indenture, RMI or NBI is, or on the next
succeeding due date with respect to the Notes would be, required to pay any
Additional Amounts pursuant to Section 10.21 of the Indenture.
If less than all of the Notes are to be redeemed, the Trustee
shall select the Notes or the portion thereof to be redeemed pro rata or by any
other method the Trustee shall deem fair and reasonable.
As more fully set out in the Indenture, upon the occurrence of
a Change of Control, each Holder shall have the right to require the Company to
purchase all or a portion of such Holder's Notes in amounts of $1,000 or
integral multiples of $1,000, at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of purchase.
In the case of any redemption of Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of record of such Notes as of the close of business on the relevant
Regular Record Date or Special Record Date referred to on the face hereof. Notes
(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 of this Note in part only, a new
Note or Notes 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 Notes 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) as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders under the Indenture and
the Notes at any time with the consent of the Holders of not less than a
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majority in aggregate principal amount of the Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of not less than a
majority in aggregate principal amount of the Notes at the time Outstanding, on
behalf of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of the Indenture and the Notes and certain past Defaults
under the Indenture and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
The Notes are secured by a security interest in the Senior
Notes Collateral, which may be released as set forth in the Indenture and the
Security Agreement.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless (a) such
Holder shall have previously given to the Trustee written notice of a continuing
Event of Default, (b) the Holders of not less than 25% in principal amount of
the Outstanding Notes shall have made written request, and offered satisfactory
indemnity, to the Trustee to institute such proceeding as trustee, (c) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Notes a direction inconsistent with such request and
(d) the Trustee shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the holder hereof for the enforcement of payment of the principal of (and
premium, if any) or any interest on this Note on or after the respective due
dates expressed herein.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable on the
Note Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose in
The City of New York or at such other office or agency of the Company as may be
maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiples thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
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No service charge shall be made for any registration of
transfer or exchange or redemption of Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and none of the Company,
the Trustee nor any agent shall be affected by notice to the contrary.
Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer or disposition (other than pursuant to a lease) of all or
substantially all of the properties and assets of the Company in accordance with
the Indenture, subject to the terms and conditions of the Indenture, the
successor Person to such transaction shall become the obligor on this Note, and
the Company shall be discharged from all obligations and covenants under this
Note and the Indenture.
This Note shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflict
of laws principles thereof.
All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
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[To be attached to Global Notes only:]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
- -------------------------------------------------------------------------------------------------------
Amount of decrease in Amount of increase in Principal amount of this
principal amount of principal amount of Global Note following
Date of exchange this Global Note this Global Note such decrease or increase
- ---------------- ---------------- ---------------- -------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I/we assign and transfer this Note to
_____________________________________________________
(Print or type assignee's name, address and zip code)
______________________________________________________
(Insert assignee's Social Security or Tax I.D. Number)
and irrevocably appoint _________________ as agent 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 other side of
the Note)
Signature Guarantee:______________________________
(Signature must be guaranteed)
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Exchange Act Rule 17Ad-15.
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