Exhibit 4.2
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OUTDOOR COMMUNICATIONS, INC.
Cusip No.:
No. $100,000,000
% SENIOR SUBORDINATED NOTE DUE 2007
OUTDOOR COMMUNICATIONS, INC. promises to pay to or
registered assigns upon surrender hereof the principal sum of One Hundred
Million Dollars ($100,000,000) on , 2007.
Interest Payment Dates: , .
OUTDOOR COMMUNICATIONS, INC.
By:
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Name:
Title:
By:
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Name:
Title:
Dated:
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Certificate of Authentication
This is one of the Senior Subordinated Notes due 2007 referred to in
the within-mentioned Indenture.
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By:
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Authorized Signatory
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(REVERSE OF SECURITY)
OUTDOOR COMMUNICATIONS, INC.
% SENIOR SUBORDINATED NOTE DUE 2007
1. Interest. OUTDOOR COMMUNICATIONS, INC., a Delaware
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corporation (the "Company"), promises to pay to the registered holder
of this Security, until the principal hereof is paid or duly provided
for, interest on the principal amount set forth on the face of this
Security at a rate of % per annum. Interest on the Securities will
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accrue from and including the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or
duly provided for, from and including through but
excluding the date on which interest is paid or duly provided for.
Interest shall be payable in arrears on each and
and at stated maturity, commencing , 1998. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
Interest on overdue principal and on overdue installments of interest
will accrue at the rate of interest borne by this Security. Interest
on any overdue principal or interest shall be payable on demand.
2. Method of Payment. The Company will pay interest on the
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Securities (except defaulted interest) to the registered Holder of
this Security. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and
interest in money of the United States that at the time of payment is
legal tender for the payment of public and private debts ("U.S. Legal
Tender"). However, the Company may pay principal and interest by wire
transfer of Federal funds or interest by check payable in U.S. Legal
Tender.
3. Paying Agent. Initially, First Union National Bank of
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North Carolina (the "Trustee") will act as a Paying Agent. The
Company may change any Paying Agent without notice. Neither the
Company nor any of its Affiliates may act as Paying Agent.
4. Indenture and Guarantees. The Company issued the
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Securities under an Indenture dated as of
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, 1997 (the "Indenture") among the Company, the
Guarantors named therein and the Trustee. This Security is one of an
issue of Securities of the Company issued, or to be issued, under the
Indenture. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Securities
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 (S)(S) 77aaa-77bbbb), as amended from time to time. The
Securities are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of them. The Securities are
senior obligations of the Company limited in aggregate principal
amount to $100,000,000. The Securities are guaranteed on a senior
subordinated basis, jointly and severally, by the Guarantors pursuant
to Article Eleven of the Indenture.
5. Subordination. The Securities are subordinated to
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Senior Indebtedness of the Company. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities may
be paid. The Company agrees, and each Holder by accepting a Security
agrees, that the Indebtedness evidenced by the Securities, including,
but not limited to, the payment of principal of, premium, if any, and
interest on the Securities, and any other payment Obligation of the
Company in respect of the Securities is subordinated in right of
payment, to the extent and in the manner provided in the Indenture, to
the prior payment in full in cash of all Senior Indebtedness of the
Company (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed) and authorizes the Trustee to give
effect and appoints the Trustee as attorney-in-fact for such purpose.
6. Optional Redemption. The Company, at its option, may
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redeem all or any of the Securities, in whole or in part, at any time
on or after , 2002, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, to the redemption date, if redeemed during
the 12-month period beginning on of the years indicated
below:
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Year Redemption Price
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2002 .................................. %
2003 .................................. %
2004 .................................. %
2005 and thereafter.................... 100.00%
7. Mandatory Redemption. Except as set forth in paragraph
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8 below, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Securities.
8. Redemption upon Public Equity Offering. Notwithstanding
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the foregoing, the Company may redeem in the aggregate up to one-third
of the original principal amount of Securities at any time and from
time to time prior to , 2000 at a redemption price equal to
% of the aggregate principal amount so redeemed, plus accrued interest
to the redemption date, out of the Net Proceeds of one or more Public
Equity Offerings (other than the Common Stock Offering); provided that
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at least two-thirds of the principal amount of Securities originally
issued remain outstanding immediately after the occurrence of any such
redemption and that any such redemption occurs within 60 days
following the closing of any such Public Equity Offering.
9. Notice of Redemption. Notice of redemption will be
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mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed. On and
after the Redemption Date, unless the Company defaults in making the
redemption payment, interest ceases to accrue on Securities or
portions thereof called for redemption.
10. Offers To Purchase. The Indenture provides that upon
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the occurrence of a Change of Control or an Asset Sale and subject to
further limitations contained therein, the Company shall make an offer
to purchase outstanding Securities in accordance with the procedures
set forth in the Indenture.
11. Denominations. The Securities are in registered form
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without coupons and only in denominations of $1,000 of principal
amount and integral multiples thereof.
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12. Persons Deemed Owners. The registered Holder of this
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Security may be treated as the owner of this Security for all
purposes.
13. Unclaimed Money. If money for the payment of principal
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or interest remains unclaimed for one year, the Trustee or Paying
Agent will pay the money back to the Company or a Guarantor, as the
case may be, at its request. After that, Holders entitled to the
money must look to the Company or a Guarantor for payment as general
creditors unless an "abandoned property" law designates another
Person.
14. Amendment, Supplement, Waiver, Etc. The Company, any
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Guarantors and the Trustee (if a party thereto) may, without the
consent of the Holders of any outstanding Securities, amend, waive or
supplement the Indenture, the Securities or any Guarantee for certain
specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, maintaining the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, and
making any change that does not adversely affect the rights of any
Holder. Other amendments and modifications of the Indenture, the
Securities or any Guarantee may be made by the Company, any Guarantor
and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of the outstanding
Securities, subject to certain exceptions requiring the consent of the
Holders of the particular Securities to be affected.
15. Successor Corporation. When a successor corporation
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assumes all the obligations of its predecessor under the Securities or
a Guarantee, as the case may be, and the Indenture and the transaction
complies with the terms of Article V of the Indenture, the predecessor
corporation will, except as provided in Article V, be released from
those obligations.
16. Restrictive Covenants. The Indenture contains certain
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covenants that, among other things, limit the ability of the Company
and the Restricted Subsidiaries to make restricted payments, to incur
indebtedness, to create liens, to sell assets, to permit restrictions
on dividends and other payments
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by Restricted Subsidiaries to the Company, to consolidate, merge or
sell all or substantially all of its assets, to engage in transactions
with affiliates or to engage in certain businesses. The limitations
are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with
such limitations.
17. Defaults and Remedies. Events of Default are set forth
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in the Indenture. Subject to certain limitations in the Indenture, if
an Event of Default (other than an Event of Default specified in
Section 6.1(a)(ix) or (x) of the Indenture with respect to the
Company) occurs and is continuing, then the Holders of not less than
25% in aggregate principal amount of the outstanding Securities may,
and the Trustee upon the request of the Holders of not less than 25%
in aggregate principal amount of the outstanding Securities shall,
declare the Default Amount of and any accrued interest on all of the
Securities to be due and payable immediately. If an Event of Default
specified in Section 6.1(a)(ix) or (x) of the Indenture occurs with
respect to the Company, the Default Amount shall ipso facto become and
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be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder. Holders may not enforce the
Indenture, the Securities or any Guarantee except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture, the Securities or any Guarantee.
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
Holders notice of any continuing default (except a default in payment
of the Default Amount, principal or interest) if it determines that
withholding notice is in their interests.
18. Trustee Dealings with the Company. The Trustee, in its
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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.
19. No Recourse Against Others. A director, officer,
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employee, partner, stockholder or incorpora-
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tor, as such, of the Company or any Guarantor shall not have any
liability for any obligations of the Company or any such Guarantor
under the Indenture, the Securities or any Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration
for the issue of the Securities and any Guarantee.
20. Discharge. The Company's and any Guarantor's
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obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms
of the Indenture, upon the payment of all the Securities or upon the
irrevocable deposit with the Trustee of U.S. Legal Tender or U.S.
Government Obligations sufficient to pay when due principal of and
interest on the Securities to maturity or redemption, as the case may
be.
21. Authentication. This Security shall not be valid until
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the Trustee signs the certificate of authentication on the other side
of this Security.
The internal laws of the State of New York shall govern this Security
without regard to principles of conflict of laws.
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The Company will furnish to any Holder upon written request and without charge a
copy of the Indenture. Requests may be made to:
OUTDOOR COMMUNICATIONS, INC.
512 Taylor Street
Corinth, MS 38834
Attention:
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and have
your signature guaranteed:
I or we assign and transfer this Security to
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(Insert assignee's social security or tax ID number)
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(Print or type assignee's name, address and zip code)
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.
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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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the Company pursuant to
Section 4.13 or 4.15 of the Indenture, check the Box: [_]
If you wish to have a portion of this Security purchased by the
Company pursuant to Section 4.13 or 4.15 of the Indenture, state the amount:
$
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Date: Your Signature:
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Signature Guarantee:
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GUARANTEE
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The undersigned hereby unconditionally guarantees on a senior
unsecured basis to the Holder of this Security the payments of principal of and
interest on this Security in the amounts and at the time when due and interest
on the overdue principal and interest, if any, of this Security, if lawful, and
the payment or performance of all other obligations of the Company under the
Indenture or the Securities, to the Holder of this Security and the Trustee, all
in accordance with and subject to the terms and limitations of this Security,
Article XI of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article XI of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.
The obligations of the undersigned to the Holders of Securities and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article XI of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
The internal laws of the State of New York shall govern this Guarantee
without regard to principles of conflict of laws.
OCI(N) CORP.
By:
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Name:
Title:
By:
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Name:
Title:
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OCI(S) CORP.
By:
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Name:
Title:
By:
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Name:
Title: