Exhibit 4.2
FORM OF 6.25% CONVERTIBLE SENIOR
SUBORDINATED SECURED NOTE DUE 2027
ELECTROGLAS, INC.
[FORM OF FACE OF NOTE]
[THE FOLLOWING PARAGRAPH SHALL
APPEAR ON THE FACE OF EACH RESTRICTED NOTE.]
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE
STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.
[THE COMPANY MAY, BUT IS NOT
OBLIGATED TO, INSTRUCT THE TRUSTEE TO PLACE THE FOLLOWING PARAGRAPH
ON THE FACE OF EACH NOTE HELD BY OR TRANSFERRED TO AN
“AFFILIATE” (AS DEFINED IN RULE 501(B) OF REGULATION D
UNDER THE SECURITIES ACT) OF THE COMPANY:]
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN
AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT.
[THE FOLLOWING PARAGRAPH SHALL
APPEAR ON THE FACE OF EACH GLOBAL NOTE.]
THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.5(b) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.8
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
ELECTROGLAS, INC.
6.25% Convertible Senior
Subordinated Secured Note due 2027
CUSIP No. 285324 AD1
Electroglas, Inc., a corporation
duly organized and validly existing under the laws of the State of
Delaware (herein called the “Company”, which term
includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received hereby promises to pay
to
, or registered assigns, the principal sum of
United States Dollars on March 26, 2027 and to pay interest on
said principal sum semi-annually on June 15 and
December 15 of each year (each, an “Interest Payment
Date”), commencing June 15, 2007, at the rate per annum
specified in the title of this Note, accrued from March 26,
2007. The interest so payable on any June 15 or
December 15 will be paid to the person in whose name this
Note, or portion thereof (or one or more Predecessor Notes) is
registered at the close of business on the record date, which shall
be the June 1 or December 1 (whether or not a Business
Day) next preceding such June 15 or December 15,
respectively; provided that any such interest not punctually paid
or duly provided for shall be payable as provided in the Indenture.
Payment of the principal of and interest accrued on this Note
(including Liquidated Damages, if any) shall be made at the office
or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or at any other office or
agency permitted by the Indenture, in such lawful money of the
United States of America as at the time of payment shall be legal
tender for the payment of public and private debts; provided
further, however, that, with respect to any holder of Notes with an
aggregate principal amount equal to or in excess of Five Hundred
Thousand United States Dollars ($500,000), interest on such
holder’s Notes shall be paid by wire transfer in immediately
available funds in accordance with the written wire transfer
instruction supplied by such holder from time to time to the
Trustee and paying agent (if different from the Trustee) at least
five (5) Business Days prior to the applicable record
date.
Reference is made to the further
provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving a holder of this Note the
right to convert this Note into Common Stock of the Company on the
terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
The payment of the principal amount,
interest thereon, Company Conversion Provisional Payment (as
defined in the Indenture), redemption price for Notes called for
redemption in accordance with Section 3.2 of the Indenture,
the Repurchase Price (as defined in the Indenture) with respect to
Notes submitted for repurchase in accordance with Section 16.1
of the Indenture, Extension Fees (as defined in the Indenture),
Liquidated Damages (as defined in the Indenture), fees, expenses or
any other amounts in respect of each and all of the Notes is
subordinated in right of payment to the prior payment in full of
Senior Indebtedness as and to the extent set forth in Article IV of
the Indenture and to the extent set forth in the Intercreditor
Agreement (as defined in the Indenture).
This Note shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall
be construed in accordance with and governed by the laws of said
State.
This Note shall not be valid or
become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the
Indenture.
IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed.
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ELECTROGLAS,
INC.
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By:
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Name:
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Title:
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
The Bank of New York Trust Company,
N.A.
as Trustee, certifies that this is one of the
Notes described
in the within-named Indenture.
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Dated:
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By:
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Authorized Signatory
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[FORM OF REVERSE OF NOTE]
ELECTROGLAS, INC.
6.25% Convertible Senior
Subordinated Secured Note due 2027
This Note is one of a duly
authorized issue of Notes of the Company, designated as its 6.25%
Convertible Senior Subordinated Secured Notes due 2027 (herein
called the “Notes”), limited to the aggregate principal
amount of Twenty Five Million Seven Hundred Fifty Thousand United
States Dollars ($25,750,000.00) all issued or to be issued under
and pursuant to an Indenture dated as of March 26, 2007
(herein called the “Indenture”), among the Company,
Electroglas International, Inc. and The Bank of New York Trust
Company, N.A. (herein called the “Trustee”), to which
the Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. All capitalized terms used
herein without definition shall have the meaning set forth in the
Indenture.
In case an Event of Default, as
defined in the Indenture, shall have occurred and be continuing,
the principal of, premium, if any, and accrued interest on all
Notes may be declared, and upon said declaration shall become, due
and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture. Liquidated damages paid
pursuant to Section 15.2 of the Indenture, if any, shall be
paid within ten (10) Business Days of the date from which such
liquidated damages accrued pursuant to Section 15.2.
Liquidated Damages on the Notes paid pursuant to Section 2(f)
of the Registration Rights Agreement, if any, shall be paid at the
times and in the manner provided therein.
The Indenture contains provisions
permitting the Company and the Trustee in certain limited
circumstances, without the consent of the holders of the Notes, and
in other circumstances, with the consent of the holders of not less
than a majority in aggregate principal amount of the Notes at the
time outstanding, evidenced as in the Indenture provided, to
execute amendments to the Indenture or supplemental indentures
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of
the Notes; provided, however, that no such amendment or
supplemental indenture shall (i) extend the fixed maturity of
any Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on
redemption or repurchase thereof, impair, or change in any respect
adverse to the holder of Notes, the obligation of the Company to
repurchase any Note at the option of the holder upon the happening
of a Repurchase Event, or impair or adversely affect the right of
any Noteholder to institute suit for the payment thereof, or change
the currency in which the Notes are payable, or impair or change in
any respect adverse to the Noteholders the right to convert the
Notes into Common Stock subject to the terms set forth herein,
without the consent of the holders of all Notes then outstanding,
or (ii) reduce the aforesaid percentage of Notes, the holders
of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then
outstanding; provided , further , however ,
that any amendment or supplemental indenture that
disproportionately affects the rights of a Noteholder shall require
the prior consent of such Noteholder.
It is also provided in the Indenture that the
holders of not less than a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the holders
of all of the Notes waive any past default or Event of Default
under the Indenture and its consequences except (i) a default
in the payment of interest or premium (including Liquidated Damages
and Extension Fees), if any, on, or the principal of, the Notes
when due, (ii) a failure by the Company to convert any Notes
into Common Stock or (iii) a default in respect of a covenant
or provisions of the Indenture which under Article XI thereof
cannot be modified or amended without the consent of the holders of
all Notes then outstanding. Any such consent or waiver by a holder
of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders
and owners of this Note and any Notes which may be issued in
exchange or substitution hereof, irrespective of whether any
notation thereof is made upon this Note or such other
Notes.
The payment of principal of,
premium, if any, and interest on the Notes will be subordinated in
right of payment to the prior payment in full of Senior
Indebtedness as set forth in Article IV of the
Indenture.
Interest on the Notes shall be
computed on the basis of a 360-day year comprised of twelve 30-day
months.
The Notes are issuable in registered
form without coupons in denominations of One Thousand United States
Dollars ($1,000) principal amount and integral multiples thereof.
At the office of Trustee or the Company referred to on the face
hereof, and in the manner and subject to the limitations provided
in the Indenture, without payment of any service charge but with
payment of a sum sufficient to cover any tax, assessments or other
governmental charges that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a
like aggregate principal amount of Notes of other authorized
denominations.
From and after March 26, 2010,
subject to the limitations set forth in Section 3.1 of
th