Exhibit 4.4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 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.
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 CUSTODIAN MAY MAKE SUCH NOTATIONS HEREON AS M AY BE REQUIRED
PURSUANT TO SECTION 2.9 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SUPPLEMENTAL INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Citizens Communications Company
9.25% NOTE DUE 2011
No. SN01-__
ORIGINAL ISSUE DATE: May 23, 2001
$______________ CUSIP: 17453B AB7
Citizens Communications Company, a corporation duly organized and
existing under the laws of the State of Delaware (the "ISSUER"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $_____________ [________________ MILLION DOLLARS] on May 15,
2011, at the corporate trust office of The Chase Manhattan
Bank, 450 West 33rd Street, New York, New York 10011, in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay semi-annually in arrears
on May 15 and November 15 of each year (each, an "INTEREST PAYMENT DATE"),
commencing November 15, 2001, and at maturity (or on any redemption or repayment
date) the amount of interest on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the title of this
Note, from May 23, 2001 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for until said principal sum has been
paid or duly provided for. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.
The interest payable on any Interest Payment Date which is punctually
paid or duly provided for on such Interest Payment Date will be paid to the
person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on May 1 or November 1 (in each case, whether or not a
Business Day), as the case may be (each, a "REGULAR RECORD DATE"), immediately
preceding such Interest Payment Date. Interest payable on this Note which is not
punctually paid or duly provided for on any Interest Payment Date therefor shall
forthwith cease to be payable to the Person in whose name this Note is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date, and such interest may either (i) be paid
to the Person in whose name this Note is registered at the close of business on
a special record date to be established for such payment by the Trustee or (ii)
be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, all as more fully provided
in the Indenture referred to on the reverse hereof.
Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine. At the option of the Issuer, interest on the Notes
may be paid by (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the register of holders of the Notes or (ii) at
the expense of the Issuer, by wire transfer to an account maintained by the
Person entitled thereto as specified in writing to The Chase Manhattan Bank, as
trustee (the "TRUSTEE"), by such Person by the applicable record date of the
Notes
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, CITIZENS COMMUNICATIONS COMPANY has caused this
instrument to be signed by its duly authorized officers
Dated: May ___, 2001
CITIZENS COMMUNICATIONS COMPANY
By:
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Title:
(SEAL)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the debt securities of the series designated herein
referred to in the within-mentioned Indenture.
Dated: May ___, 2001
THE CHASE MANHATTAN BANK,
as Trustee
By:
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Authorized Officer
[REVERSE OF NOTE]
NOTE DUE
1. INDENTURE. (a) This Note is one of a duly authorized issue of senior
debt securities of the Issuer (hereinafter called the "NOTES") of a series
designated as the 9.25% Notes Due 2011 of the Issuer, initially in an aggregate
principal amount to $________________, all issued or to be issued under and
pursuant to the Indenture, dated as of May 23, 2001, as supplemented by the
First Supplemental Indenture, dated as of May 23, 2001 (as so amended and
supplemented, the "INDENTURE"), between the Issuer and The Chase Manhattan Bank
(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 description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Issuer, the Trustee and the holders of the
Notes, and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed The Chase Manhattan bank at its principal
corporate trust office in The City of New York as the paying agent (the "PAYING
AGENT", which term includes any additional or successor Paying Agent appointed
by the Issuer) with respect to the Notes. To the extent not inconsistent
herewith, the terms of the Indenture are hereby incorporated by reference
herein.
(b) Other debentures, notes, bonds or other evidences of indebtedness
(together with the Notes, hereinafter called the "SECURITIES") may be issued
under the Indenture in one or more series, which different series may vary from
the Notes and each other, as in the Indenture provided.
(c) All capitalized 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.
2. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer and the Trustee with the consent of the holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the holders of a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the holder of all Securities of such series, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any 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 Note.
3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.
4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time, upon mailing a notice of such redemption not
less than 30 days and not more than 60 days before the date of redemption to the
holder of this Note as provided for in the Indenture, at a redemption price
equal to the greater of (a) 100% of the principal amount of this Note to be
redeemed then outstanding or (b) as determined by an Independent Investment
Banker, the sum of the present values of the remaining scheduled payments of
principal and interest on the Note to be redeemed (not including any portion of
such payments of interest accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, in
either of the above cases, plus accrued and unpaid interest to the date of
redemption on the Note to be redeemed. For purposes of the foregoing provisions,
the following terms, as used herein have the following meanings:
"ADJUSTED TREASURY RATE" means, with respect to any redemption date:
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (as defined below) (if
no maturity is within three months before or after the Remaining Life (as
defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month); or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for such redemption date. The Adjusted Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("REMAINING LIFE").
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Issuer.
"REFERENCE TREASURY DEALER" means: each of Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc.,
J.P. Morgan Securities Inc., First Union Securities, Inc., Fleet Securities,
Inc. and TD Securities (USA) Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Issuer shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Issuer.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
5. CERTAIN COVENANTS. The Indenture restricts the ability of the Issuer
and its Subsidiaries to incur certain liens, enter into certain sale and
leaseback transactions or merge or consolidate with another company or sell,
lease or convey all or substantially all of the Issuer's assets. These covenants
are subject to the covenant defeasance procedures outlined in the Indenture.
6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing under the Indenture, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.
8. DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered
form without coupons in denominations of $1,000 and any multiple of $1,000 at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denomination.
9. HOLDER AS OWNER. Prior to the due presentment of this Note for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may deem and treat the registered holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer or the Trustee or any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.
10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had
against any past, present or future incorporator, shareholder, officer or
director, as such, of the Issuer or of any successor, either directly or through
the Issuer, or any successor corporation, under any constitution, statute or
rule of law or by the enforcement of any assessment or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.
11. LOST,THEFT OR DESTRUCTION. In case any Note shall at any time
become mutilated, defaced or be destroyed, lost or stolen and such Note or
evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as maybe required in
the premises) shall be delivered to the Trustee, a new Note or like tenor will
be issued by the Issuer in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in case of any destroyed
or lost or stolen Note, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that such Note was destroyed or lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of them. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be born by
the owner of the Note mutilated, defaced, destroyed, lost or stolen.
12. GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict of
law provisions thereof.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
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the within Note of Citizens Communications Company and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Citizens Communication Company, with full power of
substitution in the premises.
Dated:
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Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN
INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE
SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY, A MEMBER ORGANIZATION OF A NATIONAL STOCK
EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS
ON FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.
Tax Identification No.:
Signature Guarantee:
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