Exhibit 4.2
No. R-1 $50,000,000
ABC RAIL PRODUCTS CORPORATION
9-1/8% Senior Subordinated Notes Due 2004
=================================================================================================
Original
Issue Date Dated Date Maturity Date CUSIP
- ---------- ---------- ------------- -----
January 31, 1997 January 31, 1997 January 15, 2004 000752AA3
Interest Regular
Interest Rate Payment Dates Record Dates
------------- ------------- ------------
9-1/8% First Calendar Day Fifteenth Calendar
of Each Month, Day of the Month
Commencing Preceding Each
March 1, 1997 Interest Payment Date
(Except Final (Except Record Date
Interest Payment with Respect to Final
Date Is the Maturity Payment of Interest at
Date Specified Maturity is Maturity
Above) Date Specified Above)
GLOBAL SECURITY REGISTERED OWNER CEDE & CO.
--------------------------
PRINCIPAL AMOUNT FIFTY MILLION XXXX DOLLARS
------------------
=================================================================================================
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.
ABC Rail Products Corporation, a Delaware corporation (hereinafter
referred to as the "Company," which term includes any successor corporation
under the hereinafter-defined Indenture), for value received, hereby promises to
pay to the Global Security Registered Owner specified above, or registered
assigns, the Principal Amount specified above on the Maturity Date specified
above, and to pay interest on said sum from the Dated Date hereof, at the
Interest Rate specified above, monthly on the Interest Payment Dates specified
above, to the date on which said principal sum is paid or provided for in
accordance with the hereinafter-defined Indenture. Interest to be paid on the
first Interest Payment Date (March 1, 1997) will accrue from the Dated Date
hereof through and including the first Regular Record Date (February 15, 1997).
Interest to be paid on each subsequent Interest Payment Date will accrue through
and including its respective Regular Record Date from the day following the
immediately preceding Regular Record Date; provided, however, that interest to
be paid on the final Interest Payment Date (January 15, 2004) will accrue from
December 16, 2003 to January 15, 2004. The interest payable on this Note on any
Interest Payment Date will be paid, subject to certain exceptions provided in
the hereinafter-defined Indenture, to the Person in whose name this Note is
registered in the Security Register (hereinafter referred to as the "Holder") at
the close of business on the Regular Record Date for such interest. Such
interest (other than interest due at the Maturity Date specified above or on
redemption or repurchase) will be paid by mailing a check for such interest,
payable in the currency of the United States of America, to or upon the written
order of the Holder of this Note to the address of such Holder as it appears on
the Security Register. Notwithstanding the foregoing sentence, any Holder of
Securities (hereinafter-defined) of any series which pay interest on the same
Interest Payment Date and which are in an aggregate principal amount in excess
of $10,000,000 may elect to receive interest payments (other than interest due
at the Maturity Date specified above or on redemption or repurchase) via wire
transfer in immediately available funds to a bank in New York, New York (or
other bank approved by the Paying Agent under the hereinafter-defined Indenture)
by making arrangements therefor in writing (or such other means as deemed
acceptable by such Paying Agent) with such Paying Agent not later than the
Regular Record Date immediately preceding the applicable Interest Payment Date.
The principal, premium (if any) and interest due on this Note at its Maturity
Date specified above or upon redemption or repurchase will be paid by wire
transfer in immediately available funds against presentation and surrender of
this Note by its Holder at the office of the Paying Agent under the hereinafter-
defined Indenture, but only if appropriate wire transfer instructions have been
received in writing (or such other means as deemed acceptable by such Paying
Agent) by such Paying Agent not less than 15 days before the Maturity Date
specified above or the date on which this Note, in whole or in part, is redeemed
or repurchased. In the event such instructions are not received by such 15th
day, such principal, premium (if any) and interest due will be paid by check
against such presentation and surrender.
Any interest which is payable on this Note, but is not punctually paid
or duly provided for, on any Interest Payment Date (hereinafter referred to as
"Defaulted Interest") shall cease to be payable to the Holder hereof on the
relevant Regular Record Date by
-2-
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company (1) at the close of business on a Special Record Date fixed by the
Trustee under the hereinafter-defined Indenture to the Holder hereof at the
close of business on such Special Record Date, notice of such payment shall be
mailed, first-class posted prepaid, to the Holder of this Note at such Holder's
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date, or (2) in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee under the hereinafter-defined
Indenture of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by such Trustee, all as more fully provided
in the hereinafter-defined Indenture.
This Note is one of the unsecured debentures, notes or other evidences
of indebtedness (hereinafter referred to as the "Securities") issued and to be
issued from time to time under and in accordance with the Indenture dated as of
January 15, 1997, executed and delivered by the Company to First Trust National
Association (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of January 15, 1997, executed and delivered by the Company to the
Trustee, prior to the authentication of this Note. Certain terms of the Notes
are set forth in an Officers' Certificate dated as of January 28, 1997
(collectively with the indenture and the supplemental indenture referred to in
the previous sentence, the "Indenture") executed and delivered to the Trustee
prior to the authentication of this Note. Reference to the Indenture and to all
supplemental indentures and officers' certificates providing certain terms of
Securities as provided in the Indenture, if any, hereafter executed pursuant to
the Indenture is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee and the Persons in whose names the Securities are
registered, and the terms upon which the Securities are, and are to be,
authenticated and delivered. By the terms of the Indenture, the Securities are
issuable in one or more series unlimited as to principal amount, to bear such
rates of interest, to mature at such times and to have such other provisions as
provided in the Indenture.
To the extent set forth in the Indenture, this Note is and will be
subordinated in right of payment to all existing and future Senior Indebtedness
of the Company and will be structurally subordinated to all existing and future
indebtedness and other liabilities of the Company's subsidiaries. To the extent
set forth in the Indenture, this Note will rank pari passu with any future
senior subordinated indebtedness of the Company and will rank senior to all
other subordinated indebtedness of the Company.
This Note is not redeemable prior to January 15, 1999. On or after
such date, the Company may, at its option, redeem this Note in whole or in part,
from time to time, under the circumstances set forth in the Indenture. At the
option of the Company and upon 30 days' written notice to the Trustee, this Note
may be redeemed at any time on or after January 15, 1999 and through January 14,
2000, in whole or in part, at 102% of the principal amount, plus accrued and
unpaid interest to the date on which such redemption occurs. At the option of
the Company, and upon 30 days' written notice to the Trustee, this Note may
-3-
be redeemed at any time on or after January 15, 2000, in whole or in part, at
100% of the principal amount, plus accrued and unpaid interest to the date on
which such redemption occurs.
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to any Holder of Notes to be redeemed, at such Holder's address appearing
in the Security Register, all as more fully provided in the Indenture. This Note
may be redeemed in part, but only in whole multiples of $1,000.
The Company has no obligation to redeem, repay or repurchase the Notes
pursuant to any sinking fund. If, however, a Change of Control occurs the
Registered Owner of this Note will have the right to require the Company to
repurchase this Note, in whole or in part in integral multiples of $1,000, at a
cash purchase price equal to 103% of the principal amount thereof, plus accrued
and unpaid interest, if any, if prior to January 15, 2000, or 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, if on or
after January 15, 2000, all as more fully provided in the Indenture. Such
Repurchase Date will be no earlier than 30 days nor more than 60 days from the
date the Registered Owner of this Note is notified of the occurrence of a Change
of Control. If a Change of Control Default Event occurs, the Company must redeem
this Note in whole at a cash purchase price equal to 103% of the principal
amount hereof, plus accrued and unpaid interest, if any, if prior to January 15,
2000 or 101% of the principal amount hereof, plus accrued and unpaid interest,
if any, if on or after January 15, 2000, all as more fully provided in the
Indenture. Such Redemption Date will be no earlier than 30 days nor more than 60
days from the date the Holders of the Notes are notified of the occurrence of a
Change of Control Default Event.
In case of certain Events of Default specified in the Indenture, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes may declare the principal amount of the Notes due and payable
immediately, and upon such declaration, such principal amount, plus any interest
accrued on this Note to the date of such declaration, shall become immediately
due and payable, all as more fully provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness on this Note upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Note.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture, or any supplemental indenture or officers'
certificate pursuant to the Indenture with respect to the Notes, or in this
Note, because of any indebtedness evidenced hereby, shall be had against any
incorporator, or against any past, present or future shareholder, employee,
officer or director, as such, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any
-4-
rule of law, statute or constitutional provision or by the enforcement of any
assessment or penalty or by any legal or equitable proceeding or otherwise, all
such liability, whether at common law, in equity, by any constitution, statute
or otherwise, of incorporators, shareholders, employees, officers or directors
being expressly waived and released by the acceptance of this Note by the Holder
hereof and as part of the consideration of the issuance of this Note.
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 Holder of this Note as the owner hereof for the purpose of receiving payment
of principal of, premium (if any), and (subject to the provisions of the
Indenture) any interest on this Note and for all other purposes whatsoever,
whether or not this Note be overdue, and none of the Company, the Trustee, or
any agent of the Company or the Trustee shall be affected by notice to the
contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights of the Holders of each
series of Securities to be affected under the Indenture by a supplemental
indenture between the Company and the Trustee with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected by such supplemental indenture (voting
as one class). The Indenture also permits, with certain exceptions as provided
in the Indenture, the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series to waive on behalf of the
Holders of all the Outstanding Securities of such series any past default under
the Indenture with respect to such series and its consequences.
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 and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY, ANOTHER NOMINEE OF THE
DEPOSITARY, A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
As provided in the Indenture and subject to certain limitations set
forth therein, upon surrender for registration of transfer of this Note at the
office or agency in the Place of Payment, the Company shall execute, and the
Trustee under the Indenture shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new notes of this series, of
any authorized denominations and of a like aggregate principal amount and tenor
bearing a number not contemporaneously outstanding; provided,
-5-
however, that no note to be issued upon exchange of this Note shall be issued in
a denomination less than $1,000.
As provided in the Indenture and subject to certain limitations set
forth therein, at the option of the Holder hereof, this Note may be exchanged
for other Notes of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount and denomination or
tenor, upon surrender of such Note to be exchanged at such office or agency.
No service charge shall be made for any registration of transfer or
exchange of this Note, but the Company or the Trustee shall require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of this Note, other
than exchanges pursuant to the provisions of the Indenture not involving any
transfer.
The Company shall not be required (i) to register the transfer of this
Note during a period beginning at the opening of business 15 days before
selection of this Note to be redeemed in part or in whole and ending at the
close of business on the day of the mailing of a notice of such redemption; or
(ii) to register the transfer of this Note so selected for redemption in whole
or in part, except the unredeemed portion of this Note being redeemed in part;
or (iii) to register the transfer of this Note during a period beginning five
days before its Maturity Date specified above and ending on such Maturity Date.
Capitalized terms used herein that are not defined herein have the
meanings assigned to such terms in the Indenture.
-6-
This Note shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the Trustee's
Certificate endorsed hereon.
IN WITNESS WHEREOF, ABC Rail Products Corporation has caused this Note
to be executed in its name by the signature of its Chairman of the Board, and
its corporate seal to be affixed or imprinted hereon and attested by the
signature of its Secretary.
ABC RAIL PRODUCTS CORPORATION
By
-------------------------
Chairman of the Board
ATTEST:
By
-------------------------
Secretary
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION, as Trustee
By
-----------------------
Authorized Signatory