[FORM OF FACE OF ACCRUAL PAYMENT NOTE]
$__________ No.__________
MOUNTAIN STATES CAPITAL, INC.
18% 12 MONTH PROMISSORY NOTE, SERIES DP-____
STATED
MATURITY:
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Mountain States Capital, Inc., a corporation duly organized and existing
under the laws of the State of Arizona (herein referred to as the "Issuer"), for
value received, hereby promises to pay to __________ ____________ or registered
assigns, the principal sum of ____________ ____________ Dollars on or prior to
the date set forth above (the "Stated Maturity") and to pay interest on the
unpaid portion of said principal sum on the Stated Maturity from the date hereof
through the day immediately preceding the date on which such principal sum
becomes due and payable, COMPOUNDED on the first day of each month beginning on
the date set forth above. The Issuer shall also pay interest on any overdue
principal and on overdue interest, at the rate per annum specified in the title
of this Note.
The principal and interest so payable on the Maturity Date, and any
redemption of Notes that may be made on any Redemption Date, will, as provided
in the Indenture referred to on the reverse hereof, be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered on the
Regular Record Date for such Payment Date or Redemption Date, which shall be the
close of business on the last day of the calendar month preceding that in which
such Payment Date or Redemption Date occurs (whether or not a Business Day). Any
redemption not made on the Redemption Date or interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder
on the Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered on a Special Record Date
for the payment of such defaulted redemption proceeds and interest to be fixed
by the Trustee, notice whereof shall be given to Note holders not less than 10
days prior to such Special Record Date, or may be paid, at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the office or agency of the
Issuer designated for such purpose in the United States of America; provided
that interest may be paid, at the option of the Issuer, by check mailed to the
Person entitled thereto at his address as it appears on the Note Register.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth at
this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Mountain States Capital, Inc., has caused this
instrument to be signed, manually or in facsimile, by its President or a Vice
President and by its Secretary or an Assistant Secretary and a facsimile of its
corporate seal to be imprinted hereon.
Dated: MOUNTAIN STATES CAPITAL, INC.
By
Attest: --------------------------------------
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series of Notes referred to in the within-mentioned
Indenture.
U.S. BANK NATIONAL ASSOCIATION,
Trustee
By
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Authorized Officer
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 18% 12 Month Promissory Notes (herein called the "Notes"),
issued and to be issued in one or more Series, and is part of the Series of
Notes designated on the face hereof (herein called the "Notes of this Series"),
all issued and to be issued under an Indenture dated as of __________, 2000 (as
amended, herein called the "Indenture"), between the Issuer and U.S. Bank
National Association (the "Trustee"), which term includes any successor Trustee
under the Indenture, to which Indenture and all indentures supplemental thereto
(including the indenture supplemental thereto which authorized the Notes of this
Series) reference is hereby made for a statement of the respective rights
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. All
terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
As provided in the Indenture, the Notes are issuable in Series which may
vary as in the Indenture provided or permitted. All Notes of each Series are
equally and ratably secured to the extent provided by the supplemental indenture
authorizing such Series. This Note is one of the Series specified in its title.
Notwithstanding anything to the contrary in this Note, no recourse on this
Note or under the Indenture shall be taken against any property of the Issuer
included in the Trust Estate (if any) for other series of notes under the
Indenture securing the Notes, it being understood that this Note and the
Issuer's duties under the Indenture are obligations which are to be satisfied
solely from the Trust Estate (if any) for the Series DP-____ Notes and from
other assets of the Issuer that are not pledged to secure other series of notes.
The Notes are subject to mandatory redemption under the circumstances
described in the following paragraphs 1 and 2:
1. So long as no Event of Default has occurred and is continuing under the
Indenture, the Issuer will redeem Notes of this Series presented for redemption
at a redemption price equal to 100% of the unpaid principal amount thereof
(hereinafter referred to as the "Redemption Price") plus interest accrued
thereon and unpaid, if any, to but not including the date fixed for redemption
(the "Redemption Date"). Such redemption will be made on dates determined as
follows:
On the first day of each month commencing ____________, 20___, Notes shall
be redeemed in Whole Note (i.e., $1,000, plus interest that has been deferred
and compounded) increments upon ninety (90) days' advance written request of the
holder thereof.
Notes sought to be redeemed pursuant to the preceding paragraph may be
presented for redemption by delivery to the Trustee of: (a) the Notes to be
redeemed, and (b) a written request for redemption in form satisfactory to the
Trustee and signed by the Holder or duly authorized representative (with
appropriate evidence of authority). Only Notes presented for redemption at least
ninety days' prior to the Redemption Date will be eligible for redemption on
that Redemption Date. All such Notes presented for redemption will be held by
the Trustee until the Issuer is able to redeem them, unless withdrawn by written
request actually received by the Trustee by the last day of the month preceding
that in which they would otherwise have been redeemed. Notes shall be redeemed
in the order of receipt by the Trustee. The Trustee may establish such
procedures as it may deem fair and equitable in order to determine the order of
receipt of such Notes.
2. So long as no Event of Default has occurred and is continuing under the
Indenture, the Issuer, at its option, may redeem any or all of the Outstanding
Notes of this Series on any Redemption Date at the Redemption Price of the
principal amount thereof (plus interest accrued and unpaid on such Notes to but
not including the Redemption Date).
If an Event of Default as defined in the Indenture shall occur and be
continuing, the principal of all the Notes, or of all the Notes of any Series,
may become or be declared due and payable in the manner and with the effect
provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Bond Register of the
Issuer, upon surrender of this Note for registration of transfer at the office
or agency of the Issuer in the United States of America, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of the same Series
and maturity, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Prior to the due presentment for registration of transfer of this Note, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Issuer, the Trustee nor any such agent
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 and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of a majority in aggregate
principal amount of Notes at the time Outstanding (as defined in the Indenture),
in case Outstanding Notes of all Series are to be affected, or with the consent
of the Holders of a majority in aggregate principal amount of the Notes at the
time Outstanding of each Series to be affected, in case one or more, but less
than all, of the Series of Notes then Outstanding are to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time Outstanding,
and of Notes at the time Outstanding of each Series to be affected in case one
or more, but less than all, such Series are to be affected, on behalf of the
Holders of all the Notes, 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 Note 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.
The term "Issuer" as used in this Note includes any successor under the
Indenture.
The Notes are issuable only in registered form without coupons in original
denominations of $1,000 and any integral multiple thereof ("Whole Bonds"), as
provided in the Indenture and subject to certain limitations therein set forth.
The Notes are exchangeable for a like aggregate principal amount of Notes of the
same Series and maturity of a different authorized denomination, as requested by
the Holder surrendering same.
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, 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.
REQUEST FOR REDEMPTION
The undersigned Holder, or legal representative of the Holder, hereby
presents the within Note of Mountain States Capital, Inc., for redemption on the
next Redemption Date upon which such Note would be eligible for redemption in
accordance with, and subject to, the terms and conditions of the within Note and
the Indenture.
Dated
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