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EXHIBIT 4.4
[FORM OF NOTE]
VENTURE HOLDINGS TRUST
SERIES B 9 1/2% SENIOR NOTES
DUE 2005
The Original Notes for which this Security has been exchanged
were issued with original issue discount. Holders of this Security who held
the Original Notes as part of the initial issuance thereof will continue to be
subject to original issue discount during the period they hold this Security.
For information regarding issue price, the amount of original issue discount,
the issue date and the yield to maturity, please contract James E. Butler at
Venture Holdings Trust, 33662 James J. Pompo Drive, Fraser, Michigan 48026.
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 or 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 Issuers or their 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. or 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)
__________________________________
(1) This paragraph should only be added if the Security
is issued in global form.
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CUSIP NO. 92326Y AD 1
No. $
Venture Holdings Trust, a grantor trust organized under the
laws of Michigan (the "Trust"), Vemco, Inc., Vemco Leasing, Inc., Venture
Industries Corporation, Venture Holdings Corporation, Venture Leasing Company,
Venture Mold & Engineering Corporation and Venture Service Company, each a
Michigan Corporation (each an "Issuer" and, together with the Trust, the
"Issuers"), for value received, hereby promise, jointly and severally, to pay
to _____, or registered assigns, the principal sum of _____ Dollars, on July 1,
2005.
Interest Payment Dates: January 1 and July 1.
Record Dates: December 15 and June 15.
Reference is made to the further provisions of this Security
on the reverse side, which will, for all purposes, have the same effect as if
set forth at this place.
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IN WITNESS WHEREOF, the Issuers have caused this Instrument to
be duly executed under its corporate seal.
VENTURE HOLDINGS TRUST
By:__________________________
Name:
Title:
Attest: _______________
VEMCO INC.
By:__________________________
Name:
Title:
Attest: _______________
VEMCO LEASING, INC.
By:__________________________
Name:
Title:
Attest: _______________
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VENTURE INDUSTRIES CORPORATION
By:__________________________
Name:
Title:
Attest: _______________
VENTURE HOLDINGS CORPORATION
By:__________________________
Name:
Title:
Attest: _______________
VENTURE LEASING COMPANY
By:__________________________
Name:
Title:
Attest: _______________
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE LEASING COMPANY
By:__________________________
Name:
Title:
Attest: _______________
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VENTURE SERVICE COMPANY
By:__________________________
Name:
Title:
Attest: _______________
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the
within-mentioned Indenture.
Dated:
___________________________________,
As Trustee
By:______________________________
Authorized Signatory
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VENTURE HOLDINGS TRUST
SERIES B 9 1/2% SENIOR NOTES
DUE 2005
1. Interest.
Venture Holdings Trust, a grantor trust organized under the
laws of Michigan (the "Trust"), Vemco, Inc., Vemco Leasing, Inc., Venture
Industries Corporation, Venture Holdings Corporation, Venture Leasing Company,
Venture Mold & Engineering Corporation and Venture Service Company, each a
Michigan Corporation (each an "Issuer" and, together with the Trust, the
"Issuers"), jointly and severally, promise to pay interest on the principal
amount of this Security at a rate of 9 1/2% per annum. To the extent it is
lawful, the Issuers promise to pay interest on any interest payment due but
unpaid on such principal amount at a rate of 9 1/2% per annum compounded
semi-annually.
The Issuers will pay interest semi-annually on January 1 and
July 1 of each year (each, an "Interest Payment Date"), commencing January 1,
1998. Interest on the Securities will accrue from the most recent date to
which interest has been paid on the Securities pursuant to the Indenture or, if
no interest has been paid, from July 9, 1997. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
2. Method of Payment.
The Issuers shall pay interest (and Liquidated Damages, if
any) on the Securities (except defaulted interest) to the persons who are the
registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date. Holders must surrender Securities to a
Paying Agent to collect principal payments. Except as provided below, the
Issuers shall pay principal and interest (and Liquidated Damages, if any) in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for payment of public and private debts ("Cash"). The
Securities will be payable as to principal, premium and interest (and
Liquidated Damages, if any) at the office or agency of the Issuers maintained
for such purpose within the City and State of New York or, at the option of the
Issuers, payment of principal, premium and interest (and Liquidated Damages, if
any) 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 will be required with respect to principal of and
interest (and Liquidated Damages, if any) and premium on all Global Securities
and all other Securities the Holders of which shall have provided written wire
transfer instructions to the Issuers and the Paying Agent.
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3. Paying Agent and Registrar.
Initially, The Huntington National Bank (the "Trustee") will
act as Paying Agent and Registrar. The Issuers may change any Paying Agent,
Registrar or Co-registrar without notice to the Holders. The Issuers or any of
their respective Subsidiaries may, subject to certain exceptions, act as Paying
Agent, Registrar or Co-registrar.
4. Indenture.
The Issuers issued the Securities under an Indenture, dated
July 1, 1997 (the "Indenture"), between the Issuers and the Trustee.
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, as in effect on the date of the Indenture. The Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and said Act for a statement of them. The Securities are senior
obligations of the Issuers, ranking pari passu in right of payment with all
other senior obligations of the Issuers, and are limited in aggregate principal
amount to $205,000,000. The Securities are designated "Designated Senior
Indebtedness" for all purposes of the indenture governing the Issuers' 9-3/4%
Senior Subordinated Notes due 2004.
5. Redemption.
Except as provided in this Paragraph 5, the Issuers shall not
have the right to redeem any Securities. The Securities are redeemable in
whole or from time to time in part at any time on or after July 1, 2001, at the
option of the Issuers, at the Redemption Price (expressed as a percentage of
principal amount) set forth below, if redeemed during the 12-month period
commencing July 1 of each of the years indicated below, in each case (subject
to the right of Holders of record on the Record Date to receive interest due on
an Interest Payment Date that is on or prior to such Redemption Date), plus any
accrued but unpaid interest (and Liquidated Damages, if any) to the Redemption
Date.
Year Redemption Price
---- ----------------
2001 . . . . . . . . . . . . . . . . . . . . . . . 104.750%
2002 . . . . . . . . . . . . . . . . . . . . . . . 102.375%
2003 . . . . . . . . . . . . . . . . . . . . . . . 100.000%
Until July 1, 2000, upon a Public Equity Offering of Notes, up
to 35% of the aggregate principal amount of the Notes may be redeemed at the
option of the Issuers within 120 days of such Public Equity Offering, on not
less than 30 days, but not more than 60 days notice to each Holder of the Notes
to be redeemed, with cash from the Net Cash Proceeds of such Public Equity
Offering, at 109.5% of principal (subject to the right of Holders of record on
a Record Date to receive interest due on an Interest Payment Date that is on or
prior to such Redemption Date),
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together with accrued and unpaid interest (and Liquidated Damages, if any) to
the date of redemption; provided, however, that immediately following each such
redemption not less than 65% of the aggregate principal amount of the Notes
originally issued are outstanding.
Any redemption of the Notes shall comply with Article III of
the Indenture.
6. Notice of Redemption.
Notice of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at his registered address as set forth on
the registry books of the Registrar. Securities in denominations larger than
$1,000 may be redeemed in part.
Except as set forth in the Indenture, from and after any
Redemption Date, if monies for the redemption of the Securities called for
redemption shall have been deposited with the Paying Agent on such Redemption
Date, the Securities called for redemption will cease to bear interest and the
only right of the Holders of such Securities will be to receive payment of the
Redemption Price, plus any accrued but unpaid interest (and Liquidated Damages,
if any) to the Redemption Date.
7. Denominations; Transfer; Exchange.
The Securities are in fully registered form, without coupons,
in denominations of $1,000 and integral multiples of $1,000. A Holder may
register the transfer of, or exchange Securities 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 register
the transfer of or exchange any Securities selected for redemption.
8. Persons Deemed Owners.
The registered Holder of a Security may be treated as the
owner of it for all purposes.
9. Unclaimed Money.
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent(s) will pay the money
back to the Issuers at their written request. After that, all liability of the
Trustee and such Paying Agent(s) with respect to such money shall cease.
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10. Discharge Prior to Redemption or Maturity.
If the Issuers at any time deposit into an irrevocable trust
with the Trustee Cash or U.S. Government Obligations sufficient to pay the
principal of and interest (and Liquidated Damages, if any) on the Securities to
redemption or maturity and comply with the other provisions of the Indenture
relating thereto, the Issuers will be discharged from certain provisions of the
Indenture and the Securities (including the financial covenants, but excluding
its obligation to pay the principal of and interest (and Liquidated Damages, if
any) on the Securities).
11. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the written consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture or the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
comply with the TIA or make any other change that does not adversely affect the
rights of any Holder of a Security.
12. Restrictive Covenants.
The Indenture imposes certain limitations on the ability of
the Issuers and their respective Subsidiaries to, among other things, incur
additional Indebtedness and Disqualified Capital Stock, make payments in
respect of its Capital Stock, enter into transactions with Affiliates, incur
Liens, merge or consolidate with any other person and sell, lease, transfer or
otherwise dispose of substantially all of its properties or assets. The
limitations are subject to a number of important qualifications and exceptions.
The Issuers must annually report to the Trustee on compliance with such
limitations.
13. Change of Control.
In the event there shall occur any Change of Control, each
Holder of Securities shall have the right, at such Holder's option but subject
to the limitations and conditions set forth in the Indenture, to require the
Issuers to purchase on the Change of Control Purchase Date in the manner
specified in the Indenture, all or any part (in integral multiples of $1,000)
of such Holder's Securities at a cash price equal to 101% of the principal
amount thereof, together with accrued but unpaid interest (and Liquidated
Damages, if any) to and including the Change of Control Purchase Date.
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14. Certain Asset Sales.
The Indenture imposes certain limitations on the ability of
the Issuers to sell assets. In the event the proceeds from a permitted Asset
Sale exceed certain amounts, as specified in the Indenture, the Issuers
generally will be required either to reinvest the proceeds of such Asset Sale
in its business, use such proceeds to retire debt, or to make an asset sale
offer to purchase a certain amount of each Holder's Securities at 100% of the
principal amount thereof, plus accrued interest, if any, to the purchase date,
as more fully set forth in the Indenture
15. Successors.
When a successor assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor will be
released from those obligations.
16. Defaults and Remedies.
If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. 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 aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power.
17. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Issuers or their respective Affiliates, and may otherwise deal with the
Issuers or their Affiliates as if it were not the Trustee.
18. No Recourse Against Others.
Neither the trustee, grantor, beneficiaries or special
advisors to the Trust, nor any direct or indirect shareholder, employee,
director, officer or agent (including independent members of the Fairness
Committee) of the Issuers and the Subsidiaries shall have any personal
liability in respect of the obligations of the Issuers and the Subsidiaries
under the Indenture, the Notes or the Guarantees by reason of his, her or its
status as such. Each Holder of a Security by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.
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19. Authentication.
This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Security.
20. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of
a Security 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).
21. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers will cause CUSIP
numbers to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.
22. Governing Law.
The Indenture and the Securities shall be governed by and
construed in accordance with the internal laws of the State of New York.
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[FORM OF ASSIGNMENT]
I or we assign this Security to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of
assignee _________________
and irrevocably appoint ___________ agent to transfer this Security on the
books of the Issuers. The agent may substitute another to act for him.
Dated: __________ Signed:_____________________________________________________
________________________________________________________________________________
(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 want to elect to have this Security purchased by the
Issuers pursuant to Section 4.13 or Article X of the Indenture, check the
appropriate box:
[ ] Section 4.13
[ ] Article X
If you want to elect to have only part of this Security
purchased by the Issuers pursuant to the Indenture, state the principal amount
you want to have purchased: $________
Date: ________________ Signature:_____________________________________________
(Sign exactly as your appears on the other side of this Security
other side of this Security)
Signature guarantee:___________________________________________________________
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SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(2)
The following exchanges of a part of this Global Security for
Definitive Securities have been made:
Signature of
Principal Amount of authorized
Amount of decrease in Amount of increase in this Global Security signatory of Trustee
Principal Amount of Principal Amount of following such decrease or
Date of Exchange this Global Security this Global Security (or increase) Securities Custodian
- -----------------------------------------------------------------------------------------------------------------------
D1\93301.1
ID\ MWP
__________________________________________
(2) This schedule should only be added if the Security is issued in
global form.
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