EXHIBIT 4.4


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY 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.


 


WATTS WATER TECHNOLOGIES, INC. 
 [ ]% Note Due [ ]


 


	
  No. [   ]

  	
   

  	
  CUSIP No.:
  [   ]

  
	
   

  	
   

  	
  $[   ]

  



 


WATTS WATER
TECHNOLOGIES, INC., a Delaware corporation (“Issuer”, which term includes any
successor corporation), for value received promises to pay to CEDE &
CO. or registered assigns, the principal sum of                     
on                     .


 


Interest
Payment Dates:                     
and                     
(each, an “Interest Payment Date”), commencing on                     .


 


Interest
Record Dates:                     
and                     
(each, an “Interest Record Date”).


 


Reference is
made to the further provisions of this Security contained herein, which will
for all purposes have the same effect as if set forth at this place.


 


IN WITNESS
WHEREOF, the Issuer has caused this Security to be signed manually or by
facsimile by its duly authorized officer under its corporate seal.


 

















 


	
   

  	
   

  	
   

  	
  WATTS WATER TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


This is one of
the series designated herein and referred to in the within-mentioned Indenture.


 


Dated:  [   ]


 


	
   

  	
   

  	
  , Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
				



 


2

















 


(REVERSE OF SECURITY)


 


WATTS WATER
TECHNOLOGIES, INC.


 


[ ]% Note Due [ ]


 


1.                                       Interest.


 


WATTS WATER
TECHNOLOGIES, INC., a Delaware corporation (the “Issuer”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. Cash interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from                     .
The Issuer will pay interest semi-annually in arrears on each Interest Payment
Date, commencing                     .
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate
borne by the Securities and on overdue installments of interest (without regard
to any applicable grace periods) to the extent lawful.


 


2.                                       Method
of Payment.


 


The Issuer
shall pay interest on the Securities (except defaulted interest) to the persons
who are the registered Holders at the close of business on the Interest Record
Date immediately preceding the Interest Payment Date notwithstanding any
transfer or exchange of such Security subsequent to such Interest Record Date
and prior to such Interest Payment Date. Holders must surrender Securities to
the Trustee to collect principal payments. The Issuer shall pay Principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts (“U.S. Legal Tender”). However,
the payments of interest, and any portion of the Principal (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of Principal) shall be made by the Paying Agent, upon receipt from the Issuer
of immediately available funds by                     
[a./p.m.], New York City time (or such other time as may be agreed to between
the Issuer and the Paying Agent or the Issuer), directly to a Holder (by
Federal funds wire transfer or otherwise) if the Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that
such payment will be so made and designating the bank account to which such
payments shall be so made and in the case of payments of Principal surrenders
the same to the Trustee in exchange for a Security or Securities aggregating
the same principal amount as the unredeemed principal amount of the Securities
surrendered.


 


3.                                       Paying
Agent.


 


Initially,                     
(the “Trustee”) will act as Paying Agent.  The Issuer may change any
Paying Agent without notice to the Holders.


 


4.                                       Indenture.


 


The Issuer
issued the Securities under an Indenture, dated as of             ,
         (the “Indenture”), between the
Issuer and the Trustee. Capitalized terms herein are used as defined in 


 


3

















 


the Indenture unless otherwise defined herein. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect
on the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and holders of Securities are referred to the Indenture and the TIA for a
statement of them. To the extent the terms of the Indenture and this Security
are inconsistent, the terms of the Indenture shall govern.


 


5.                                       Denominations;
Transfer; Exchange.


 


The Securities
are in registered form, without coupons, in denominations of $1,000 and
multiples of $1,000. A Holder shall register the transfer of or exchange
Securities in accordance with the Indenture. The Issuer may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay certain transfer taxes or similar governmental charges payable in
connection therewith as permitted by the Indenture. The Issuer need not issue,
authenticate, register the transfer of or exchange any Securities or portions
thereof for a period of fifteen (15) days before such series is selected for
redemption, nor need the Issuer register the transfer or exchange of any
security selected for redemption in whole or in part.


 


6.                                       Persons
Deemed Owners.


 


The registered
Holder of a Security shall be treated as the owner of it for all purposes.


 


7.                                       Unclaimed
Funds.


 


If funds for
the payment of principal or interest remain unclaimed for two years, the
Trustee and the Paying Agent will repay the funds to the Issuer. After that,
all liability of the Trustee and such Paying Agent with respect to such funds
shall cease.


 


8.                                       Legal
Defeasance and Covenant Defeasance.


 


The Issuer may
be discharged from its obligations under the Securities and under the Indenture
with respect to the Securities except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in
the Securities and in the Indenture with respect to the Securities, in each
case upon satisfaction of certain conditions specified in the Indenture or any
supplement thereto.


 


9.                                       Amendment;
Supplement; Waiver.


 


Subject to
certain exceptions, the Securities and the provisions of the Indenture relating
to the Securities may be amended or supplemented with the written consent of
the Holders of at least a majority in aggregate principal amount of the
Securities of all series then outstanding affected by such amendment or
supplement (voting as one class), and any existing Default or Event of Default
or compliance with certain provisions may be waived with the consent of the
Holders of a majority in aggregate principal amount of all the Securities of
such series, each series voting as a separate class, (or of all the Securities,
as the case may be, voting as a single class) then outstanding. Without notice
to or consent of any Holder, the parties thereto may 


 


4

















 


amend or supplement the Indenture and the Securities to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities, or make any
other change that does not adversely affect the rights of any Holder of a Security.


 


10.                                 Defaults
and Remedies.


 


If an Event of
Default (other than certain bankruptcy Events of Default with respect to the
Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Securities of this series then outstanding
(voting as a separate class) may declare all of the Securities to be due and
payable immediately in the manner and with the effect provided in the
Indenture.  If a bankruptcy Event of
Default with respect to the Issuer occurs and is continuing, then the entire
principal of the Securities then outstanding and interest accrued thereon, if
any, shall become due and payable immediately in the manner and with the effect
provided in the Indenture.  Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee is
not obligated to enforce the Indenture or the Securities unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities then outstanding to direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders of Securities
notice of certain continuing
Defaults or Events of Default if it determines that withholding notice is in
their interest.


 


11.                                 Subordination.


 


Reference is
made to the Indenture, including, without limitation, provisions subordinating
the payment of principal of and premium, if any, and interest on the Securities
to the prior payment in full of all Senior Indebtedness as defined in the
Indenture.  Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


12.                                 Trustee
Dealings with Issuer.


 


The Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Issuer as if it were not
the Trustee.


 


13.                                 No
Recourse Against Others.


 


No
stockholder, director, officer, employee or incorporator, past, present or
future as such, of the Issuer or any predecessor or successor corporation
thereof shall have any liability for any obligation under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.


 


14.                                 Authentication.


 


This Security
shall not be valid until the Trustee manually signs the certificate of
authentication on this Security.


 


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15.                                 Abbreviations
and Defined Terms.


 


Customary
abbreviations may be used in the name of a Holder of a Security 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).


 


16.                                 CUSIP
Numbers.


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Securities
as a convenience to the Holders of the Securities. No representation is made as to the accuracy of
such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed hereon.


 


17.                                 Governing
Law.


 


The laws of
the State of New York shall govern the Indenture and this Security thereof.


 


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ASSIGNMENT FORM


 


I or we assign
and transfer this Security to


 


	
   

  
	
  (Print or type name, address and zip code of assignee or transferee)

  
	
   

  
	
   

  
	
  (Insert Social Security or other identifying number of assignee or
  transferee)

  



 


and
irrevocably appoint ________________________________________________ agent to
transfer this Security on the books of the Issuer.  The agent may
substitute another to act for him.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Signed exactly as name
  appears on the other side of this Security)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Participant
  in a recognized Signature  Guarantee Medallion Program (or other signature guarantor program
  reasonably acceptable to the
  Trustee)

  	
   

  	
   

  	
   

  



 


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