EXHIBIT B
FORM OF DEFERRED
INTEREST NOTE
EXHIBIT B to
Note Indenture
FORM OF DEFERRED INTEREST NOTE
(Face of Note)
12% Deferred
Interest Note Due 2004
No. DR- $_______
TELETRAC, INC., a Delaware corporation (the "Company", which term includes any
successor corporation or corporations under the Indenture hereinafter referred
to), promises to pay to ______________________________________________ or
registered assigns the principal sum of _______________________________________
Dollars ($___________) on _________, 2004.
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
Reference is made to the further provisions of this Deferred Interest
Note set forth on the reverse side hereof, which provisions shall for all
purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Deferred Interest Note
to be signed manually or by facsimile by its duly authorized officers and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated: TELETRAC, INC.
By:______________________________
Attest:
______________________
Secretary
Certificate of Authentication:
This is one of the 12% Deferred Interest Notes Due 2004 referred to in the
within-mentioned Indenture.
[NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION]
By:______________________________________
Authorized Officer
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TELETRAC, INC.
12% DEFERRED INTEREST NOTE DUE 2004
1. INTEREST. TELETRAC, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Deferred Interest Note
until the principal hereof is paid or made available for payment in accordance
with the terms of the Indenture (as defined below) at the rate PER ANNUM shown
above. The Company will pay interest semi-annually in arrears on March 15 and
September 15 of each year, commencing on the March 15 or September 15 following
the date of original issue of this Deferred Interest Note (each, an "Interest
Payment Date"). Interest on the Deferred Interest Notes will accrue from the
most recent date through which interest has been paid or, if no interest has
been paid, from the date of issuance. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.
The Company will pay interest on overdue principal at the same rate
PER ANNUM borne by the Deferred Interest Notes, and shall pay interest on
overdue installments of interest (without regard to grace periods) at the same
rate to the extent lawful. On each Interest Payment Date, accrued interest on
this Deferred Interest Note will be paid in arrears.
2. METHOD OF PAYMENT; DEFERRED INTEREST. (a) The Company will pay
interest on the Deferred Interest Notes (except defaulted interest) to the
persons who are registered holders of Deferred Interest Notes at the close of
business on the March 1 or September 1, as the case may be, next preceding the
Interest Payment Date. Holders must surrender Deferred Interest Notes to a
Paying Agent to collect principal payments. The Company will pay principal and,
subject to the provisions of Section 2(b) hereof, interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. The Company may, however, pay principal and (except for
interest payable in additional Deferred Interest Notes as hereinafter provided)
interest by its check payable in such money. The Company may mail an interest
check or such additional Deferred Interest Notes to a Holder's registered
address.
(b) As and to the extent provided in Section 2.15 of the Indenture,
the Company may elect (a "Deferred Interest Election") to satisfy, in whole or
in part, its obligation to pay interest on this Deferred Interest Note on any of
the Interest Payment Dates (the "Deferred Interest Payment Dates"), as
contemplated by the Indenture by the issuance of additional Deferred Interest
Notes in a principal amount equal to 6% of the principal amount of the Deferred
Interest Note. The additional Deferred Interest Notes payable pursuant to the
Deferred Interest Election shall bear interest at a rate of 12% per annum.
3. PAYING AGENT AND REGISTRAR. Initially, [Norwest Bank Minnesota,
National Association] (the "Trustee") will act as Registrar and Paying Agent.
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The Company may change any Paying Agent, Registrar or co-Registrar without
notice, except as specified in the Indenture. Neither the Company nor any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.
4. INDENTURE. This Deferred Interest Note is one of the Deferred
Interest Notes (the "Deferred Interest Notes") issuable under an Indenture dated
as of [_______] 15, 1999 (the "Indenture") among the Company and the Trustee.
Pursuant to the Indenture, the Deferred Interest Notes are issuable in
satisfaction of the Company's obligation to pay interest on (i) the outstanding
Notes Due 2004 of the Company in the original principal amount of $15,000,000
originally issued under the Indenture and (ii) other Deferred Interest Notes
theretofore issued under the Indenture. The terms of the Deferred Interest Notes
include those stated in the Indenture and from and after the date of the
qualification of the Indenture under the TIA, those made part of the Indenture
by reference to the TIA as in effect on the date of the Indenture and the date
on which the Indenture is qualified under the TIA. The Deferred Interest Notes
are subject to all such terms, and Holders of the Deferred Interest Notes are
referred to the Indenture and the TIA for a statement of them. The Deferred
Interest Notes are general unsecured obligations of the Company and designated
as the 12% Deferred Interest Notes due 2004. Terms used in this Deferred
Interest Note which are defined in the Indenture and not otherwise defined
herein have the meanings assigned to them in the Indenture.
5. OPTIONAL REDEMPTION. The Company may optionally redeem the Deferred
Interest Notes at any time, as a whole or from time to time in part, at a
redemption price of 100% of the principal amount thereof, together with interest
thereon accrued to the redemption date.
6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each holder of
Deferred Interest Notes to be redeemed at his registered address. The selection
of Deferred Interest Notes for any redemption will be made by the Trustee
pursuant to the Indenture. On and after the redemption date, unless the Company
defaults in making the redemption payment, interest ceases to accrue on Deferred
Interest Notes or portions of them called for redemption and for which funds
have been delivered to the Trustee or the Paying Agent.
7. SUBORDINATION. The Deferred Interest Notes are subordinated to in
right of payment, in the manner and to the extent set forth in the Indenture, to
the prior payment in full of all Senior Indebtedness, whether outstanding on the
date of the Indenture or thereafter created, incurred, assumed or guaranteed.
Any Holder of a Deferred Interest Note by accepting this Deferred Interest Note
agrees to the subordination and authorizes the Trustee to give it effect.
8. TRANSFER, EXCHANGE. The Deferred Interest Notes are in registered
form without coupons. A Holder of a Deferred Interest Note may transfer or
exchange Deferred Interest Notes in accordance with the Indenture. The Registrar
may require a Holder of a Deferred Interest Note, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
permitted by the Indenture. The Registrar need not transfer or exchange any
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Deferred Interest Note or portion of a Deferred Interest Note selected for
redemption, or transfer or exchange any Deferred Interest Notes for a period of
15 days before a selection of Deferred Interest Notes to be redeemed.
9. PERSONS DEEMED OWNERS. The registered Holder of a Deferred Interest
Note may be treated as the owner of it for all purposes.
10. UNCLAIMED MONEY, ETC. If money or Deferred Interest Notes for the
payment of principal of or interest on the Deferred Interest Notes remains
unclaimed for two years, the Trustee or the Paying Agent will deliver such money
or Deferred Interest Notes back to the Company at its request. After such
delivery, Holders of Deferred Interest Notes entitled to such money or Deferred
Interest Notes must look to the Company for payment unless applicable law
designates another Person.
11. AMENDMENT, SUPPLEMENT, WAIVER. Subject to certain exceptions
requiring the consent of each Holder of a Deferred Interest Note to be affected,
the Indenture or the Deferred Interest Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
outstanding Notes, and any past default or compliance with certain provisions
may be waived with the consent of the holders of a majority in principal amount
of the outstanding Notes. Without the consent of any Holder of a Deferred
Interest Note, the Company may amend or supplement the Indenture or the Deferred
Interest Notes to cure any ambiguity, omission, defect or inconsistency, to
provide for assumption of obligations to Holders of Deferred Interest Notes upon
certain mergers and consolidations, to provide for uncertificated Deferred
Interest Notes in addition to certificated Deferred Interest Notes, to comply
with the requirements of the TIA, to add additional covenants of the Company, to
surrender rights of the Company or to make any change that does not adversely
affect the rights of any Holder of a Deferred Interest Note.
12. SUCCESSOR CORPORATION. When a successor corporation assumes all
the obligations of its predecessor under the Deferred Interest Notes and the
Indenture, and upon the satisfaction of certain other conditions provided in the
Indenture, the predecessor corporation will be released from those obligations.
13. DEFAULTS AND REMEDIES. Events of Default under the Indenture are
defined in Section 6.01 of the Indenture. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 33 1/3% in principal amount
of the outstanding Notes may declare all the Deferred Interest Notes to be due
and payable immediately. Holders of Deferred Interest Notes may not enforce the
Indenture or the Deferred Interest Notes except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Deferred Interest Notes. Subject to certain limitations,
Holders of a majority in principal amount of the outstanding Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Deferred Interest Notes notice of any continuing default (except a
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default in payment of principal or interest) if it determines that withholding
notice is in their interests. The Company is required to file quarterly reports
with the Trustee as to the absence or existence of defaults.
14. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may make loans to (including loans which
constitute Senior Indebtedness), accept deposits from, and perform services for
the Company, or any Affiliates of the Company and may otherwise deal with the
Company or any Affiliates of the Company, as if it were not the Trustee.
15. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Deferred Interest Notes or the Indenture or
for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Noteholder by accepting a Deferred Interest Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Deferred Interest Notes.
16. AUTHENTICATION. This Deferred Interest Note shall not be valid
until the Trustee signs the certificate of authentication on the other side of
this Deferred Interest Note.
17. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder of a Deferred Interest Note or an assignee, such as: TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish to any Holder of a Deferred Interest Note
Note upon written request and without charge a copy of the Indenture. Requests
may be made to:
Teletrac, Inc.
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Attention: General Counsel
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ASSIGNMENT FORM
Assignment of this Deferred Interest Note requires completion of the form below
and obtaining of a signature guarantee.
I or we assign and transfer this Deferred Interest Note to _____________________
________________________________________________________________________________
(Insert assignee's social security or TAX ID number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint_________________________________________________________
(Agent)
agent to transfer this Deferred Interest Note on the books of the Company. The
agent may substitute another to act for him.
Date: _____________ Your signature:___________________________________
Sign exactly as your name appears
on the other side of this Deferred Interest Note)
Signature Guarantee: ___________________________________________________________
IMPORTANT NOTICE: When you sign your name to this Assignment Form without
filling in the name of your "Assignee" or "Agent," this Deferred Interest Note
becomes fully negotiable, similar to a check endorsed in blank. Therefore, to
safeguard a signed Deferred Interest Note, it is recommended that you either
(i) fill in the name of the new owner in the "Assignee" blank, or (ii) if you
are sending the signed Deferred Interest Note to your bank or broker, fill in
the name of the bank or broker in the "Agent" blank. Alternatively, instead of
using this Assignment Form, you may sign a separate "power of attorney" form and
then mail the unsigned Deferred Interest Note and the signed "power of attorney"
in separate envelopes. For added protection, use certified or registered mail
for a Deferred Interest Note.
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