OLD NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR
A NOMINEE OF THE DEPOSITORY OR A SUCCESSOR
DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY 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) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE
THE REGISTERED OWNER HEREOF, CEDE, & CO., HAS AN
INTEREST HEREIN.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE WHICH IS THREE
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH PEOPLES TELEPHONE
COMPANY, INC. (THE "COMPANY") OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) (THE "RESALE
RESTRICTION TERMINATION DATE"), ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITIES FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
2
PEOPLES TELEPHONE COMPANY, INC.
___________
12-1/4% SENIOR NOTES DUE 2002
CUSIP No. 1
No. 2 3
PEOPLES TELEPHONE COMPANY, INC., a New York
corporation (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to 4
or registered assigns, the principal sum of 5 United States
Dollars on July 15, 2002, at the office or agency of the
Company referred to below, and to pay interest thereon on
January 15 and July 15, in each year, commencing on January 15,
1996 (each an "Interest Payment Date"), accruing from the Issue
Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of
12-1/4% per annum, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
January 1 or July 1 (each a "Regular Record Date"), whether or
not a Business Day, as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually
paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the
Securities, to the extent lawful, shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be
paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities 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 Securities may be listed,
and upon such notice as may be required by such exchange, all
as more fully provided in such Indenture. In addition, the
Company may be obligated to pay additional interest pursuant to
certain provisions of the Registration Rights Agreement.
3
If this Security is a Global Security, all payments
in respect of this Security will be made to the Depository or
its nominee in immediately available funds in accordance with
customary procedures established from time to time by the
Depository. If this Security is a Global Security and a
Restricted Security, only Qualified Institutional Buyers (as
defined in Rule 144A under the Securities Act) may hold a
beneficial interest herein. If this Security is not a Global
Security, payment of the principal of, premium, if any, and
interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the Borough of
Manhattan in The City of New York, or at such other office or
agency of the Company as may be maintained for such purpose, 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; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the
address of the person entitled thereto as such address shall
appear on the Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof.
4
Unless the certificate of authentication hereon has
been duly executed by the Trustee referred to on the reverse
hereof by manual signature this Security shall not be entitled
to any benefit under the Indenture, or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: July 19, 1995 PEOPLES TELEPHONE COMPANY, INC.
By:____________________________
Name:
Attest: Title:
__________________________
Authorized Signature
By:____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the
within-mentioned Indenture.
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By:____________________________
Authorized Officer
5
Indenture. This Security is one of a duly authorized
issue of Securities of the Company designated as its 12-1/4%
Senior Notes due 2002 (herein called the "Series A
Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to
$100,000,000, which may be issued under an indenture (herein
called the "Indenture") dated as of July 15, 1995, between the
Company and First Union National Bank of North Carolina, as
trustee (herein called the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of
rights, duties, obligations and immunities thereunder of the
Company, the Trustee, and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be,
authenticated and delivered.
All capitalized terms used in this Series A Security
which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the
Indenture.
No reference herein to the Indenture and no
provisions of this Series A Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Security at the times, place, and
rate, and in the coin or currency, herein prescribed.
Registration Rights. Pursuant to the Registration
Rights Agreement, the Company will be obligated to consummate
an exchange offer pursuant to which the Holder of this Security
shall have the right to exchange this Security for 12-1/4% Senior
Notes due 2002, Series B, of the Company (herein called the
"Series B Securities") which have been registered (or, with
respect to certain Series B Securities thereof, which will be
entitled to such registration, as set forth in the Registration
Rights Agreement) under the Securities Act, in like principal
amount and having identical terms as the Series A Securities
hereof, respectively. The Holders of Series A Securities shall
be entitled to receive certain additional interest payments in
the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement. The
Series A Securities and the Series B Securities are together
referred to herein as the "Securities."
6
Redemption.
Optional Redemption. The Securities are subject to
redemption, at the option of the Company, as a whole or in part
in principal amounts of $1,000 or any integral multiple of
$1,000, at any time on or after July 15, 2000, upon not less
than 30 nor more than 60 days' prior notice at the Redemption
Prices (expressed as percentages of the principal amount) set
forth below, plus accrued and unpaid interest to the redemption
date, if redeemed during the 12-month period beginning July 15
of the years indicated below:
Redemption
Year Price
2000 103.500%
2001 101.750%
2002 100.000%
In addition, prior to July 15, 1998, in the event of
one or more Equity Offerings consummated after the Issue Date
(other than the sale of the UBS Capital Preferred Stock) for
aggregate gross proceeds to the Company equal to or exceeding
$10,000,000, the Company may redeem in the aggregate up to a
maximum of 20% of the principal amount of the Securities
originally issued with the net proceeds thereof at a redemption
price equal to 111-1/4% of the principal amount thereof, plus
accrued and unpaid interest to the Redemption Date.
Sinking Fund. The Company will not be required to
make any mandatory sinking fund payments in respect of the
Securities.
Interest Payments. In the case of any redemption of
Series A Securities, interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is
made in accordance with the Indenture shall cease to bear
interest from and after the Redemption Date.
Partial Redemption. In the event of redemption of
this Series A Security in part only, a new Series A Security or
Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.
7
Offers to Purchase. Sections 10.14 and 10.15 of the
Indenture provide that following any Asset Sale and upon the
occurrence of a Change of Control, and subject to further
limitations contained therein, the Company shall make an offer
to purchase certain amounts of the Securities in accordance
with the procedures set forth in the Indenture.
Defaults and Remedies. If an Event of Default shall
occur and be continuing, the principal of all of the
outstanding Securities, plus all accrued and unpaid interest,
if any, to and including the date the Securities are paid, may
be declared due and payable in the manner and with the effect
provided in the Indenture.
Defeasance. The Indenture contains provisions (which
provisions apply to this Series A Security) for defeasance at
any time of (a) the entire indebtedness of the Company on this
Series A Security and (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon
compliance by the Company with certain conditions set forth
therein.
Amendments and Waivers. The Company and the Trustee
(if a party thereto) may, without the consent of the Holders of
any Outstanding Securities, amend, waive or supplement the
Indenture or the Securities 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 or
the Securities may be made by the Company 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. Any such
consent or waiver by or on behalf of the Holder of this
Series A Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Series A Security
and of any Series A Security 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 Series A Security.
Denominations, Transfer and Exchange. The Series A
Securities are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations
8
therein set forth, the Series A Securities are exchangeable for
a like aggregate principal amount of Series A Securities of a
different authorized denomination, as requested by the Holder
surrendering the same.
If this Series A Security is in certificated form,
then as provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Series A
Security is registrable on the Security Register of the
Company, upon surrender of this Series A Security for
registration of transfer at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan in The
City of New York or at such other office or agency of the
Company as may be maintained for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Series A Securities,
of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees.
If this Series A Security is a Restricted Security in
certificated form, then as provided in the Indenture and
subject to certain limitations therein set forth, the Holder,
provided it is a Qualified Institutional Buyer, may exchange
this Series A Security for a book-entry security by instructing
the Trustee to arrange for such Series A Security to be
represented by a beneficial interest in a Global Security in
accordance with the customary procedures of the Depository.
If this Series A Security is a Global Security, it is
exchangeable for Series A Securities in certificated form if
(i) the Depository notifies the Company that it is unwilling or
unable to continue as depository and a successor Depository is
not appointed by the Company within 60 days or (ii) there shall
have occurred and be continuing an Event of Default and the
Security Registrar has received a request from the Depository
to issue certificated Securities. In addition, in accordance
with the provisions of the Indenture and subject to certain
limitations therein set forth, a beneficial owner of a
beneficial interest in a Global Security may request a Series A
Security in certificated form, in exchange in whole or in part,
as the case may be, for such beneficial owner's interest in the
Global Security. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Series A Securities
in authorized denominations equal in principal amount to such
9
beneficial interest and to have such Series A Securities
registered in its name.
No service charge shall be made for any registration
of transfer or exchange or redemption of Series A Securities,
but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection therewith.
Certain Information Obligations. At any time when
the Company is not subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, upon the request of a Holder
of a Series A Security, the Company will promptly furnish or
cause to be furnished such information as is specified pursuant
to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto) to such Holder or to a prospective purchaser
of such Series A Security designated by such Holder, as the
case may be, in order to permit compliance by such Holder with
Rule 144A under the Securities Act.
Persons Deemed Owners. Prior to and at the time of
due presentment of this Series A Security for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the person in whose name this Series A
Security is registered as the owner hereof for all purposes,
whether or not this Series A Security shall be overdue, and
neither the Company, the Trustee nor any agent shall be
affected by notice to the contrary.
GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF). THE TRUSTEE, THE COMPANY, ANY OTHER
OBLIGOR IN RESPECT OF THE SECURITIES AND THE HOLDERS AGREE TO
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE OR THIS SECURITY.
10
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
_______________________________________________________________
(Insert assignee's social security or tax ID number) __________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(Print or type assignee's name, address and zip code) and
irrevocably appoint
_______________________________________________________________
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for such agent.
In connection with any transfer of this Security
occurring prior to the date which is the earlier of (i) the
date of the declaration by the Commission of the effectiveness
of a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), covering resales of this
Security (which effectiveness shall not have been suspended or
terminated at the date of the transfer) and (ii) the later of
July 19, 1998, or the date three years after the Company or an
Affiliate of the Company was the owner of this Security (or any
Predecessor Security), the undersigned confirms that it has not
utilized any general solicitation or general advertising in
connection with the transfer and that:
11
[Check One]
[ ] (a) this Security is being transferred in compliance
with the exemption from registration under the
Securities Act provided by Rule 144A thereunder.
or
[ ] (b) this Security is being transferred other than in
accordance with (a) above and documents, including a
transferee certificate substantially in the form
attached hereto, are being furnished which comply
with the conditions of transfer set forth in this
Security and the Indenture.
If none of the foregoing boxes is checked and, in the case of
(b) above, if the appropriate document is not attached or
otherwise furnished to the Trustee, the Trustee or Registrar
shall not be obligated to register this Security in the name of
any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth
herein and in Section 3.14 of the Indenture shall have been
satisfied.
Date:______________ Your signature: _________________________________
(Sign exactly as your name
appears on the other side of
this Security)
By:_________________________
NOTICE: To be executed
by an executive officer
NOTICE: Signature(s) must be guaranteed by an institution
which is a participant in the Securities Transfer Agent
Medallion Program ("STAMP") or similar program.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED
The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with
12
respect to which it exercises sole investment discretion and
that it and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from
registration provided by Rule 144A.
Dated: __________________ ____________________________
NOTICE: To be executed by
an executive officer
13
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the
Company pursuant to Section 10.14 or 10.15 of the Indenture,
check the Box: [ ]
If you wish to have a portion of this Security
purchased by the Company pursuant to Section 10.14 or 10.15 of
the Indenture, state the amount:
$______________
Date: _____________ Your Signature: ________________________________
(Sign exactly as your name
appears on the other side
of this Security)
By:______________________
NOTICE: To be signed
by an executive officer
NOTICE: Signature(s) must be guaranteed by an institution
which is a participant in the Securities Transfer Agent
Medallion Program ("STAMP") or similar program.
14
EXHIBIT A
FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS TO
NON-QIB INSTITUTIONAL ACCREDITED INVESTORS
PEOPLES TELEPHONE COMPANY, INC.
c/o First Union National Bank of
North Carolina
230 South Tryon Street, 8th Floor
Charlotte, North Carolina 28288-1179
Attention: Corporate Trust Administration
Dear Ladies and Gentlemen:
In connection with our proposed purchase of $
aggregate principal amount of the 12-1/4% Senior Notes due 2002
(the "Notes") of Peoples Telephone Company, Inc., a New York
corporation (the "Company"), we confirm that:
We understand that the Notes have not been registered
under the Securities Act of 1933, as amended (the
"Securities Act"). We agree on our own behalf and on
behalf of any investor account for which we are purchasing
the Notes to offer, sell or otherwise transfer such Notes
prior to the date which is three years after the later of
the date of original issue and the last date on which the
Company or any affiliate of the Company was the owner of
such Notes, or any predecessor thereto (the "Resale
Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been
declared effective under the Securities Act, (c) for so
long as the Notes are eligible for resale pursuant to Rule
144A under the Securities Act, to a person we reasonably
believe is a "qualified institutional buyer" under Rule
144A (a "QIB") that purchases for its own account or for
the account of a QIB to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) pur-
suant to offers and sales to "non-U.S. persons" that occur
outside the United States within the meaning of Regulation
S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of subparagraph
(a)(1), (2), (3) or (7) of Rule 501 under the Securities
Act that is acquiring Notes for its own account or for the
account of such an institutional "accredited investor" for
investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof in
violation of the Securities Act or (f) pursuant to any
other available
exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property and the property of
such investor account or accounts be at all times within our or
their control and to compliance with any applicable state
securities laws. The foregoing restrictions on resale
will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the
Notes is proposed to be made pursuant to clause (e) above
prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Trustee,
which shall provide, among other things, that the
transferee is an institutional "accredited investor"
within the meaning of subparagraph (a)(1), (2), (3) and
(7) of Rule 501 under the Securities Act and that it is
acquiring such Notes for investment purposes and not for
distribution in violation of the Securities Act. We
acknowledge on our own behalf and on behalf of any
investor account for which we are purchasing Notes that
the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to
clauses (d), (e) and (f) above to require the delivery of
an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.
We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act) purchasing for our own account
or for the account of such an institutional "accredited
investor," and we are acquiring the Notes for investment
purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the
Securities Act and we have such knowledge and experience
in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its
investment.
We are acquiring the Notes purchased by us for our
own account or for one or more accounts as to each of
which we exercise sole investment discretion.
A-2
You are entitled to rely upon this letter and you are
irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
____________________________
(NAME OF PURCHASER)
By:_________________________
Date:_______________________
Upon transfer, the Notes should be registered in the name of
the new beneficial owner as follows:
Name:____________________________________________
Address:_________________________________________
Taxpayer ID Number:______________________________
A-3
EXCHANGE NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR
A NOMINEE OF THE DEPOSITORY OR A SUCCESSOR
DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY 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) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE
THE REGISTERED OWNER HEREOF, CEDE, & CO., HAS AN
INTEREST HEREIN.
PEOPLES TELEPHONE COMPANY INC.
________________
12-1/4% SENIOR NOTES DUE 2002,
SERIES B
CUSIP No.________
No. _____________ $_____________
PEOPLES TELEPHONE COMPANY INC., a New York
corporation (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
______________________ or registered assigns, the principal sum
of ___________________ Dollars on July 15, 2002, at the office
or agency of the Company referred to below, and to pay interest
thereon on January 15 and July 15 (each an "Interest Payment
Date"), in each year, commencing on January 15, 1996, accruing
from the Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, at
the rate of 12-1/4% per annum, until the principal hereof is paid
or duly provided for. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
January 1 or July 1 (each a "Regular Record Date"), whether or
not a Business Day, as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually
paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the
Securities, to the extent lawful, shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be
paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities 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 Securities may be listed,
2
and upon such notice as may be required by such exchange, all
as more fully provided in such Indenture.
If this Security is a Global Security, all payments
in respect of this Security will be made to the Depository or
its nominee in immediately available funds in accordance with
customary procedures established from time to time by the
Depository. If this Security is not a Global Security, payment
of the principal of, premium, if any, and interest on this
Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan in The
City of New York, or at such other office or agency of the
Company as may be maintained for such purpose, 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; provided, however, that payment of interest may be made
at the option of the Company by check mailed to the address of
the person entitled thereto as such address shall appear on the
Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof.
Unless the certificate of authentication hereon has
been duly executed by the Trustee referred to on the reverse
hereof by manual signature this Security shall not be entitled
to any benefit under the Indenture, or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: PEOPLES TELEPHONE COMPANY INC.
By:
---------------------------
Attest: Name:
Title:
_____________________________ By:
Authorized Signature ---------------------------
Name:
Title:
3
1. Indenture. This Security is one of a duly
authorized issue of Securities of the Company designated as its
12-1/4% Senior Notes due 2002, Series B (herein called the
"Series B Securities"), limited (except as otherwise provided
in the Indenture referred to below) in aggregate principal
amount to $100,000,000, which may be issued under an indenture
(herein called the "Indenture") dated as of July 15, 1995,
between the Company and First Union National Bank of North
Carolina, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights,
limitation of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.
All capitalized terms used in this Series B Security
which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the
Indenture.
No reference herein to the Indenture and no provision
of this Series B Security or of the Indenture shall alter or
impair the obligation of the Company or, which is absolute and
unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, place, and rate, and in
the coin or currency, herein prescribed.
The Series B Securities were issued pursuant to an
exchange offer pursuant to which 12-1/4% Senior Notes due 2002 of
the Company (herein called the "Series A Securities"), in like
principal amount and having substantially identical terms as
the Series B Securities, were exchanged for the Series B
Securities. The Series A Securities and the Series B
Securities are together referred to herein as the "Securities."
2. Redemption.
(a) Optional Redemption. The Securities are subject
to redemption, at the option of the Company, as a whole or in
part in principal amounts of $1,000 or any integral multiple of
$1,000, at any time on or after July 15, 2000, upon not less
than 30 nor more than 60 days' prior notice, at the Redemption
4
Prices (expressed as percentages of the principal amount) set
forth below, plus accrued and unpaid interest to the redemption
date, if redeemed during the 12-month period beginning July 15
of the years indicated below:
Redemption
Year Price
2000 103.500%
2001 101.750%
2002 100.000%
In addition, prior to July 15, 1998, in the event of
one or more Equity Offerings consummated after the Issue Date
(other than the sale of the UBS Capital Preferred Stock) for
aggregate gross proceeds to the Company equal to or exceeding
$10,000,000, the Company may redeem in the aggregate up to a
maximum of 20% of the principal amount of the Securities
originally issued with the net proceeds thereof at a redemption
price equal to 111-1/4% of the principal amount thereof, plus
accrued and unpaid interest to the Redemption Date.
(b) Sinking Fund. The Company will not be required
to make any mandatory sinking fund payments in respect of the
Securities.
(c) Interest Payments. In the case of any
redemption of Series B Securities, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on
the relevant Record Date referred to on the face hereof.
Securities (or portions thereof) for whose redemption and
payment provision is made in accordance with the Indenture
shall cease to bear interest from and after the Redemption
Date.
(d) Partial Redemption. In the event of redemption
of this Series B Security in part only, a new Series B Security
or Securities for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.
3. Offers to Purchase. Sections 10.14 and 10.15 of
the Indenture provide that following any Asset Sale and upon
the occurrence of a Change of Control, and subject to further
limitations contained therein, the Company shall make an offer
to purchase certain amounts of the Securities in accordance
with the procedures set forth in the Indenture.
5
4. Defaults and Remedies. If an Event of Default
shall occur and be continuing, the principal of all of the
outstanding Securities, plus all accrued and unpaid interest,
if any, to and including the date the Securities are paid, may
be declared due and payable in the manner and with the effect
provided in the Indenture.
5. Defeasance. The Indenture contains provisions
(which provisions apply to this Series B Security) for
defeasance at any time of (a) the entire indebtedness of the
Company on this Series B Security and (b) certain restrictive
covenants and related Defaults and Events of Default, in each
case upon compliance by the Company with certain conditions set
forth therein.
6. Amendments and Waivers. The Company and the
Trustee (if a party thereto) may, without the consent of the
Holders of any Outstanding Securities, amend, waive or
supplement the Indenture or the Securities 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 or the Securities may be made by
the Company 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. Any such consent or waiver by or
on behalf of the Holder of this Series B Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Series B Security 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 Series B Security.
7. Denominations, Transfer and Exchange. The
Series B Securities are issuable only in registered form
without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Series B Securities
are exchangeable for a like aggregate principal amount of
Series B Securities of a different authorized denomination, as
requested by the Holder surrendering the same.
6
If this Series B Security is in certificated form,
then as provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Series B
Security is registrable on the Security Register of the
Company, upon surrender of this Series B Security for
registration of transfer at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan in The
City of New York or at such other office or agency of the
Company as may be maintained for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Series B Securities,
of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees.
If this Series B Security is a Global Security, it is
exchangeable for Series B Securities in certificated form if
(i) the Depository notifies the Company that it is unwilling or
unable to continue as depository and a successor Depository is
not appointed by the Company within 60 days or (ii) there shall
have occurred and be continuing an Event of Default and the
Security Registrar has received a request from the Depository
to issue certificated Securities. In addition, in accordance
with the provisions of the Indenture and subject to certain
limitations therein set forth, a beneficial owner of a
beneficial interest in a Global Security may request a Series B
Security in certificated form, in exchange in whole or in part,
as the case may be, for such beneficial owner's interest in the
Global Security. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Series B Securities
in authorized denominations equal in principal amount to such
beneficial interest and to have such Series B Securities
registered in its name.
No service charge shall be made for any registration
of transfer or exchange or redemption of Series B Securities,
but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection therewith.
8. Persons Deemed Owners. Prior to and at the time
of due presentment of this Series B Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the person in whose name this
Series B Security is registered as the owner hereof for all
7
purposes, whether or not this Series B Security shall be
overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.
9. GOVERNING LAW. THE INDENTURE AND THIS SECURITY
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF). THE TRUSTEE, THE
COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE SECURITIES AND THE
HOLDERS AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE CITY OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THE INDENTURE OR SECURITY.
8
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
- --------------------------------------------------------------------
(Insert assignee's social security or tax ID number) ---------------
- --------------------------------------------------------------------
- --------------------------------------------------------------------
- --------------------------------------------------------------------
(Print or type assignee's name, address and zip code) and
irrevocably appoint
- --------------------------------------------------------------------
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for such agent.
Date: Your signature:
--------------- ---------------------------------
(Sign exactly as your name
appears on the other side of
this Security)
By:
-------------------------
NOTICE: To be signed
by an executive officer
NOTICE: Signature(s) must be guaranteed by an institution
which is a participant in the Securities Transfer Agent
Medallion Program ("STAMP") or similar program.
9
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Security purchased by the
Company pursuant to Section 10.14 or 10.15 of the Indenture,
check the Box: [ ]
If you wish to have a portion of this Security
purchased by the Company pursuant to Section 10.14 or 10.15 of
the Indenture, state the amount:
$______________
Date: __________________ Your Signature: ______________________
(Sign exactly as your
name appears on the
other side of this
Security)
By:
------------------
NOTICE: To be signed
by an executive
officer.
NOTICE: Signature(s) must be guaranteed by an institution
which is a participant in the Securities Transfer Agent
Medallion Program ("STAMP") or similar program.
Section 2.04. Form of Trustee's Certificate of
Authentication.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
This is one of the Securities referred to in the
within-mentioned Indenture.
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By:
----------------------------
Authorized Officer
10