EXHIBIT 10.24.3
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer 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.
REGISTERED REGISTERED
NUMBER
RB-1 $200,000,000
ELECTRIC LIGHTWAVE, INC.
SEE REVERSE FOR
NOTE DUE 2004 CERTAIN DEFINITIONS
CUSIP 284 895 AA 7
ELECTRIC LIGHTWAVE, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company"), which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
CEDE & CO.
or registered assigns, the principal sum of TWO HUNDRED MILLION ($200,000,000)
DOLLARS
on May 15, 2004, and to pay interest thereon from April 28, 1999 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on May 15 and November 15 in each year, commencing
November 15, 1999, at the rate of 6.05% per annum, or if the annual interest
rate is adjusted in accordance with the provisions of the Indenture at such
adjusted annual interest rate, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
referred to on the reverse hereof, be paid to the Person in whose name this (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the May 1 or November 1
(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 will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) 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 whereof shall be given to Holders of Notes of this series not more than
15 days and not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any Notes exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture. Payment of the principal of (and premium, if any) and any such
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
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 at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof 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, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 28, 1999
CERTIFICATE OF AUTHENTICATION ELECTRIC LIGHTWAVE, INC.
THIS IS ONE OF THE SECURITIES OF THE SERIES
DESIGNATED THEREIN REFERRED TO IN THE WITHIN-MENTIONED
INDENTURE By:
CHIEF FINANCIAL OFFICER,
VICE PRESIDENT AND TREASURER
CITIBANK, N.A.
By: Attest:
AUTHORIZED OFFICER SECRETARY
This Note is one of a duly authorized issue of Notes of the Company (herein
called the "Notes"), issued and to be issued in one or more series under an
Indenture, dated as of April 15, 1999, from the Company to Citibank, N.A., as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), as supplemented and amended by a First Supplemental
Indenture dated as of April 15, 1999 from the Company, Citizens Utilities
Company, a Delaware Corporation ("Citizens"), and Citizens Newco Company, a
Delaware Corporation ("Citizens Newco") to the Trustee (herein together called
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 and immunities thereunder of the Company, Citizens, Citizens
Newco, the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. This Note is one of the
Notes of the series designated on the face hereof, limited in aggregate
principal amount to up to $450,000,000.00.
Until termination of the Citizens guarantee (the "Citizens Guarantee") as
provided in the Indenture, the Notes will be guaranteed by Citizens. Pursuant to
the Citizens Guarantee, Citizens has unconditionally and fully guaranteed, as a
primary obligor and not as a surety only, on an unsecured basis, to each Holder
of the Notes and to the Trustee and its successors and assigns the full and
punctual payment of principal, any premium and interest on the Notes. An
unconditional and full guarantee of Citizens Newco of the Company's obligations
under the Notes will become effective at the time of the transfer of the
telecommunication assets of Citizens to Citizens Newco and the distribution of
the common stock of Citizens Newco to the stockholders of Citizens (the
"Separation"). The Citizens Guarantee will continue in full force and effect
until the Separation occurs, or, if Separation does not occur, until payment in
full of all Notes when due whether at maturity or otherwise, or discharge, legal
defeasance or covenant defeasance of all Notes. If Citizens Newco has received a
below investment grade credit rating at the time of Separation, then each Holder
of Notes may elect to have the Company repurchase Notes of such Holder at a
price equal to 100% of the principal amount plus accrued and unpaid interest to
the date of repurchase which will be on or before the 70th day after Separation
all as provided in the Indenture. If the noteholders' option to require
repurchase of the Note by the Company referred to in the preceding sentence
becomes effective, the Citizens Guarantee will terminate upon the purchase of
all Notes elected by the noteholders for such repurchase.
The Company may, at its option, within 15 days of a change of control, but
at no other time, redeem all or any portion of the Notes, at a redemption price,
plus accrued interest to the date of redemption, equal to the greater of (i)
100% of their principal amount or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the date of redemption
on a semiannual basis (assuming a 360-day year consisting of twelve 30 day
months) at the Applicable Treasury Yield plus 25 basis points all as provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Note and (b) certain covenants and certain Events of
Default upon compliance by the Company with certain conditions set forth
therein.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. In the
event of redemption of this Note in part only, a new Note or Notes of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Notes at the time Outstanding of all series
to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company 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 hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
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 premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of, and
premium, if any, and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral multiple of $1,000.00. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same. No service charge shall be made
for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. Prior to due presentment of this Note for
registration of transfer, the Company or the Trustee and any agent of the
Company 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 Company, the Trustee nor any such agent shall be affected by notice
to the contrary. This Note shall be governed by and construed in accordance with
the laws of the State of New York.
Certain terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
FOR VALUE RECEIVED, as the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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Name and address of Assignee,including zip code, must be printed or typewritten)
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the within Debenture, and all rights thereunder, hereby irrevocably,
constituting and appointing
- ------------------------------------------------------------------------Attorney
to transfer the said Debenture on the books of Citizens Utilities Company with
full power of substitution in the premises.
(Dated: _____________) ________________________________________________________
NOTICE:The signature of this assignment must correspond
with the name as it appears upon the face of the
within Debenture in every particular, without
alteration or enlargement or any change whatever.