[FORM OF SERIES B NOTE]
THE PITTSTON COMPANY
8.02% Senior Note, Series B, due 2008
No. RB-[_____] New York, New York
$[_______] [Date]
PPN: 725701 B# 2
FOR VALUE RECEIVED, the undersigned, The Pittston Company (the
"Company"), a Virginia corporation, hereby promises to pay to [ ], or
registered assigns, the principal sum of [ ] DOLLARS on January 18,
2008, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) from the date hereof on the unpaid balance thereof at the rate of
8.02% per annum, payable semiannually on January 18 and July 18 in each year,
until the principal hereof shall have become due and payable, and (b) on any
overdue payment of principal, any overdue payment of interest (to the extent
permitted by applicable law) and any overdue payment of any premium or
Make-Whole Amount (as defined in the Note Purchase Agreements referred to
below), payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand) at a rate per annum from time to time equal to the
greater of (i) 10.02% and (ii) 2% above the rate of interest publicly announced
by The Chase Manhattan Bank from time to time at its principal office in New
York City as its prime rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at said principal office of The Chase Manhattan Bank in New York City or
at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreements referred to
below.
This Note is one of a series of 8.02% Senior Notes, Series B, due 2008
issued pursuant to separate Note Purchase Agreements dated as of January 18,
2001 (as from time to time amended, the "Note Purchase Agreements") between the
Company and the respective Purchasers named therein and is entitled to the
benefits thereof. This Note is also entitled to the benefits of certain
Subsidiary Guarantees heretofore and from time to time hereafter executed and
delivered pursuant to the Note Purchase Agreements. Each holder of this Note
will be deemed, by its acceptance hereof, to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreements.
This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer or
exchange, accompanied by a written instrument of transfer duly executed by the
registered holder hereof or such holder's attorney duly authorized in writing, a
new Note of the same series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration
of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice
to the contrary.
The Company may make optional prepayments of principal in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreements, but not otherwise.
If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable premium or Make-Whole Amount) and with the effect provided in the
Note Purchase Agreements.
This Note shall be construed and enforced in accordance with, and the
rights of the Company and the holder hereof shall be governed by, the laws of
the State of New York, excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
THE PITTSTON COMPANY
By
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