(Face of Security)
Form of
11 3/4% Series D SENIOR SECURED STEP-UP NOTE
DUE JULY 1, 2000
No. $______________
WRIGHT MEDICAL TECHNOLOGY, INC.
promises to pay to
or registered assigns
the principal sum of __________________________________ Dollars on July 1, 2000.
Interest Payment Dates: July 1, and January 1
commencing January 1, 1998
Record Dates: June 15 and December 15
Authenticated: Dated:________________________
STATE STREET BANK and TRUST WRIGHT MEDICAL TECHNOLOGY,
COMPANY, as Trustee INC.
By:___________________________ By:_________________________________
Authorized Officer Officer of the Company
Attest:_____________________________
Officer of the Company
(SEAL)
Cusip No. _______________
125
(Back of Security)
-----------
11 3/4% Series D Senior Secured Step-Up Note due July 1, 2000
[Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository of a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of the Depository Trust Company (55 Water Street, New York, New York) ("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 such other
name as requested by an authorized representative of DTC (and any payment is
made to Cede & Co. of 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.]1
Capitalized terms used herein shall have the meanings ascribed to them in
the Indenture dated as of August 7, 1997, between the Company and the Trustee
(the "Indenture"), unless otherwise indicated.
1. Interest. Wright Medical Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this 11 3/4%
Series D Senior Secured Step-Up Note (the "Series D Note") at 11 3/4% per annum
from the date of issuance until maturity provided that the interest rate will be
12 1/4% on August 7, 1998 if a Sale (as defined in the Indenture), including a
sale of all or substantially all of the assets of the Company or a transaction
whereby an unrelated person acquires a direct or an indirect majority interest
in the voting power of the Company by way of merger, consolidation or similar
transaction, has not occurred. The Company will pay interest semiannually on
July 1, and January 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each an "Interest Payment Date").
Interest on the Series D Notes will accrue from the most recent date on
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Series D 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 January 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at the same rate per annum on the Series D notes then in
- --------
1 This paragraph is to be included only if the Security is in global form.
126
effect; it shall pay interest (including post-petition interest in any
proceeding under Bankruptcy Law) 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 will pay interest on the Series B Notes
(except defaulted interest) by check or wire transfer to the Person who are
registered Holders of Series D Notes at the close of business on the record date
next preceding the Interest Payment Date, even if such Series B Notes are
cancelled after such record date and on or before such interest Payment Date.
The Series D Notes will be payable both as to principal and interest at the
office of the Paying Agent maintained for such purpose within the City and State
of New York.
3. Paying Agent and Registrar. Initially, the Trustee under the Indenture,
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company or any of its
subsidiaries may act in any such capacity.
4. Indenture. The Company issued the Series D Notes under the Indenture.
The terms of the Series D Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Series D Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Series D Notes are limited to $85 million in
aggregate principal amount, plus amounts, if any, sufficient to pay interest and
premium, if any, on outstanding Series D Notes as set forth in Paragraph 2
hereof.
5. Optional Redemption.
The Company may redeem all or any of the Securities, in whole or in part,
at any time on or after July 1, 1997, at a redemption price equal to the
percentages of the principal amount thereof set forth below, plus accrued and
unpaid interest to the redemption date if redeemed during the twelve months
commencing on or after July 1, in the years set forth below:
Year Percentage
---- ----------
1997...................................... 103%
1998 and thereafter....................... 100%
Notwithstanding the foregoing, prior to July 1, 1996, the Company may redeem up
to $21.25 million in aggregate principal amount of Securities, at a redemption
price of 110% of the principal amount of the Securities plus accrued and unpaid
interest to the applicable redemption date, with the net proceeds of a public
offering of common stock of the Company; provided that (i) such public offering
of common stock of the Company results in net proceeds to the Company of at
least $20 million and (ii) such redemption shall occur within 30 days of the
date of the closing of such public offering of common stock of the Company.
6. Mandatory Offers to Repurchase.
127
(a) Following the occurrence of any Change of Control, the Company
will be required to offer (a "Change of Control Offer") to purchase all
outstanding Securities at a purchase price equal to 101% of the aggregate
principal amount of such Securities, plus accrued and unpaid interest, if any,
to the date of purchase (the "Change of Control Payment"), in each case in
accordance with and to the extent provided in the Indenture. The Change of
Control Offer shall remain open for a period of 20 Business Days after its
commencement unless a longer offering period is required by law. No earlier than
30 days nor later than 40 days after the notice of the Change of Control Offer
has been mailed (the "Change of Control Payment Date"), the Company shall
deposit, to the extent lawful, with the Paying Agent an amount equal to the
change of Control Payment in respect of all Securities or portions thereof
tendered by Holders. The Paying Agent shall promptly mail or deliver payment for
all Securities tendered in the Change of Control Offer.
A Holder of Series D Notes may tender or refrain from tendering all or
any portion of his Series D Notes at his discretion by completing the form
entitled "OPTION OF HOLDER TO ELECT PURCHASE" appearing below on this Series D
Note. Any portion of Series D Notes tendered must be in integral multiples of
$1,000.
(b) If the Company consummates any Asset Sale (as such term is defined
in the Indenture), the Company may be required to utilize a certain portion of
the Net Proceeds received from such Asset Sale to offer to redeem Securities at
par. Holders of Series D Notes which are the subject of an offer to redeem will
receive an offer to redeem from the Company prior to any related redemption
date, and may elect to have such Series D Notes redeemed by completing the form
entitled "OPTION OF HOLDER TO ELECT PURCHASE" appearing below on this Series D
Note.
7. Notice of Redemption. Subject to Section 3.09 of the Indenture relating
to repurchases in connection with Asset Sales, notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each Holder whose Series B Notes are to be redeemed at such Holder's registered
address. Series D Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Series D Notes
held by a Holder are to be redeemed. On and after the redemption date interest
ceases to accrue on Series D Notes or portions thereof called for redemption.
8. Determinations, Transfer, Exchange. The Series D Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Series D Notes may be registered and Series D Notes may
be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements,
transfer documents and opinions and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Series D Note or portion of a
Series D Note selected for redemption, except for the unredeemed portion of any
Series D Note being redeemed in part. Also, it need not exchange or register the
transfer of any Series D Notes for a period of 15 days before a selection of
Series D Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
128
9. Persons Deemed Owners. The registered Holder of a Series D note may be
treated as its owner for all purposes.
10. Amendments and Waivers. Subject to certain exceptions, the Indenture or
the Securities may be amended or supplemented and any existing Default under, or
compliance with any provision of, the Indenture may be waived with the written
consent of the Holders of at least majority in principal amount of the
Securities then outstanding (including consents obtained in connection with a
tender offer or exchange offer for Securities). Without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or the
Securities to cure any ambiguity, defect or inconsistency; to provide for
uncertificated Securities in addition to or in place of certificated Securities;
to comply with Section 5.01 of the Indenture; to make any change that would
provide any additional rights or benefits to the Holders or that does not
adversely affect the rights under the Indenture of any Holder; or to comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA.
11. Defaults and Remedies. An Event of Default is: default for 30 days in
payment of interest on the Securities; default in payment of principal on them;
failure by the Company for 30 days after notice to it to comply with any of its
other agreements in the Indenture, the Securities, the Registration Rights
Agreement or the Collateral Agreements or, in the case of failure of the Company
to maintain its corporate existence or its consolidated net worth, or to comply
with the restrictions on restricted payments, incurrence of indebtedness, asset
sales, changes of control or on consolidation, merger or transfer or sale of
substantially all its assets, without such notice or passage of time; certain
defaults under and acceleration prior to maturity of other indebtedness; certain
final judgments which remain undischarged; and certain events of bankruptcy or
insolvency. If an Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Securities
may declare all the Securities to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Securities become due and payable immediately
without further action or notice. Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Securities may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment of principal or interest) if
it determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.
12. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not Trustee.
13. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Series D 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 Series D Note
129
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Series D Notes.
14. Authentication. This Series D Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
15. Collateral Agreements; Etc. Each Holder of Series D Note, by accepting
a Series D Note, agrees to be bound to all of the terms and provisions of the
Collateral Agreements (as defined in the Indenture), as such Collateral
Agreements may be amended from time to time.
16. 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).
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:
WRIGHT MEDICAL TECHNOLOGY, INC.
5677 Airline Road
Arlington, Tennessee 38002
Attn: Treasurer
130
ASSIGNMENT FORM
To assign this Series D Note, fill in the form below: (I) or (we)
assign and transfer this Series D Note to
- ------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint ____________________________________________________ to
transfer this Series D 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 face of this Series D Note)
Signature Guarantee.
131
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Series D Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, check the appropriate box
below:
o Section 4.11 (Asset Sales)
o Section 4.12 (Change of Control)
If you want to elect to have only part of the Series D Note purchased by
the Company pursuant to Section 4.11 or 4.12 of the Indenture, state the amount
you elect to have purchased: $_________
Date:__________________
Your Signature:___________________________
(Sign exactly as your name appears on the Series D Note.)
Tax Identification No.:______________
Signature Guarantee.
132
SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES2
The following exchanges of a part of this Global Series D Note
for Definitive Securities have been made:
Principal
Amount of Amount of Amount of Signature
decrease increase this Global of authorized
in Principal in Principal Series D Note officer of
Date Amount Amount following such Trustee or
of of this Global of this Global decrease Securities
Exchange Series D Note Series D Note (or increase) Custodian
- -------- -------------- -------------- --------------- ------------
- --------
2 This should be included only if the Security is issued in global form.