Common use of Agent for Service; Submission to Jurisdiction Clause in Contracts

Agent for Service; Submission to Jurisdiction. The Company acknowledges that it has, by separate written agreement, irrevocably designated and appointed Corporate Service Company (together with its successors and assigns, the “Agent”) as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state court located in the State and City of New York. The Company hereby submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding and agrees that service of process upon Agent with written notice thereof to the Company shall be deemed to be effective service of process upon the Company in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, Parent, the Subsidiary Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Koppers Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary Guarantors: Koppers Holdings Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary World-Wide Ventures Corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Secretary Koppers Delaware, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Concrete Products, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Concrete Partners, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Asia LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Accepted as of the date hereof: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Banc of America Securities LLC By: /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director UBS Securities LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director On behalf of each of the Purchasers Exhibit A Koppers Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Appears in 1 contract

Samples: Koppers Holdings Inc.

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Agent for Service; Submission to Jurisdiction. The Each of the Company acknowledges and the Guarantor acknowledge that it is has, by separate written agreement, irrevocably designated and appointed Corporate Service Company CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (together with its successors and assigns, the “Agent”) as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state court located in the State and City of New York. The Each of the Company and the Guarantor hereby submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding and agrees that service of process upon Agent with written notice thereof to the Company shall be deemed to be effective service of process upon the Company or the Guarantor, as applicable, in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart one for the Company, the Guarantor and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between among each of the Initial Purchasers, Parent, the Subsidiary Guarantors Guarantor and the Company. It is understood that your acceptance of this letter on behalf of each of the Initial Purchasers is pursuant to the authority set forth in a form of Agreement among Initial Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Koppers Inc. AERCAP AVIATION SOLUTIONS B.V. By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Senior Vice President, Administration, General Counsel & Secretary Guarantors: Koppers Holdings Inc. Attorney in fact AERCAP HOLDINGS N.V. By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Senior Vice President, Administration, General Counsel & Secretary World-Wide Ventures Corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Secretary Koppers Delaware, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Concrete Products, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Concrete Partners, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Asia LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Accepted as of the date hereof: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Banc of America Securities LLC By: /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal RBS Securities Attorney in fact Citigroup Global Markets Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director UBS Securities LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director (Citigroup Global Markets Inc.) On behalf of each of the Initial Purchasers Exhibit A Koppers Inc. AerCap Aviation Solutions B.V. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTEDREQUESTED DEADLINE FOR RESPONSE: [DATE] * The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the AerCap Aviation Solutions B.V. (the “Company”) 6.375% Senior Notes due 2017 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact AerCap Aviation Solutions B.V., XxxXxx Xxxxx, Xxxxxxxxxxxxx 000, 0000 XX Xxxxxxxx, Xxx Xxxxxxxxxxx, Telephone number: +00 00 000 0000, Fax number: +00 00 000 0000. *Not less than 28 calendar days from date of mailing. AerCap Aviation Solutions B.V. Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between AerCap Aviation Solutions B.V. (the “Company”), AerCap Holdings N.V. (the “Guarantor”) and the Initial Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 6.375% Senior Notes due 2017 (the “Securities”). A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at xxx.xxx.xxx. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined in the Exchange and Registration Rights Agreement) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. ELECTION The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company, its directors and officers who sign any Shelf Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), the Guarantor and all other Electing Holders of Registrable Securities, against certain losses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire. Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (AerCap Aviation Solutions B.V.)

Agent for Service; Submission to Jurisdiction. The Company acknowledges that it has, by separate written agreement, irrevocably designated and appointed Corporate Service Xxxxxxxxx-Xxxx Company (together with its successors and assigns, the “Agent”) as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state court located in the State and City of New York. The Company hereby submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding and agrees that service of process upon Agent with written notice thereof to the Company shall be deemed to be effective service of process upon the Company in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, Parent, the Subsidiary Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Koppers Inc. XXXXXXXXX-XXXX GLOBAL HOLDING COMPANY LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary Guarantors: Koppers Holdings Inc. XXXXXXXXX-XXXX PUBLIC LIMITED COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary WorldXXXXXXXXX-Wide Ventures Corporation XXXX COMPANY LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Secretary Koppers Delaware, Inc. Title: XXXXXXXXX-XXXX INTERNATIONAL HOLDING LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Concrete Products, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Concrete Partners, Inc. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Asia LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Accepted as of the date hereof: Citigroup Global Markets Inc. By: Name: Title: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Banc of America Securities LLC By: /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director UBS Securities LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director On behalf of each of the Purchasers Exhibit A Koppers Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED:

Appears in 1 contract

Samples: Ingersoll-Rand PLC

Agent for Service; Submission to Jurisdiction. The Each Company and Guarantor acknowledges that it has, by separate written agreement, is has irrevocably designated and appointed Corporate Service Company CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (together with its successors and assigns, the “Agent”) as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state court located in the State and City of New York. The Each Company and Guarantor hereby submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding and agrees that service of process upon the Agent with written notice thereof to the Company shall be deemed to be effective service of process upon the such Company or such Guarantor, as applicable, in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between among each of the Initial Purchasers, Parent, the Subsidiary Guarantors and the CompanyCompanies. It is understood that your acceptance of this letter on behalf of each of the Initial Purchasers is pursuant to the authority set forth in a form of Agreement among Initial Purchasers, the form of which shall be submitted to the Company Companies for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Koppers Inc. AERCAP IRELAND CAPITAL LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary Guarantors: Koppers Holdings Inc. AERCAP GLOBAL AVIATION TRUST By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary World-Wide Ventures Corporation AERCAP HOLDINGS N.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Secretary Koppers Delaware, Inc. Title: AERCAP AVIATION SOLUTIONS B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Concrete Products, Inc. AERCAP IRELAND LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Concrete Partners, Inc. INTERNATIONAL LEASE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Asia AERCAP U.S. GLOBAL AVIATION LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Accepted as of the date hereof: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Banc of America X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director UBS Securities LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director On behalf of each of the Purchasers Exhibit A Koppers Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED:

Appears in 1 contract

Samples: AerCap Holdings N.V.

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Agent for Service; Submission to Jurisdiction. The Each Company and Guarantor acknowledges that it has, by separate written agreement, is has irrevocably designated and appointed Corporate Service Company CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (together with its successors and assigns, the “Agent”) as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state court located in the State and City of New York. The Each Company and Guarantor hereby submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding and agrees that service of process upon the Agent with written notice thereof to the Company shall be deemed to be effective service of process upon the such Company or such Guarantor, as applicable, in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between among each of the Initial Purchasers, Parent, the Subsidiary Guarantors and the CompanyCompanies. It is understood that your acceptance of this letter on behalf of each of the Initial Purchasers is pursuant to the authority set forth in a form of Agreement among Initial Purchasers, the form of which shall be submitted to the Company Companies for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Koppers Inc. AERCAP IRELAND CAPITAL LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary Guarantors: Koppers Holdings Inc. AERCAP GLOBAL AVIATION TRUST By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President, Administration, General Counsel & Secretary World-Wide Ventures Corporation AERCAP HOLDINGS N.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Secretary Koppers Delaware, Inc. Title: AERCAP AVIATION SOLUTIONS B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Concrete Products, Inc. AERCAP IRELAND LIMITED By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Concrete Partners, Inc. INTERNATIONAL LEASE FINANCE CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Koppers Asia AERCAP U.S. GLOBAL AVIATION LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary Accepted as of the date hereof: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Banc of America Securities LLC By: /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director UBS Securities LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director (UBS Securities LLC) By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director (UBS Securities LLC) On behalf of each of the Initial Purchasers Citigroup Global Markets Inc. By: (Citigroup Global Markets Inc.) On behalf of each of the Initial Purchasers Exhibit A Koppers Inc. AerCap Ireland Capital Limited AerCap Global Aviation Trust INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTEDREQUESTED DEADLINE FOR RESPONSE: [DATE]* The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in one or more of the 2.75% Senior Notes due 2017 (the “2017 Notes”), 3.75% Senior Notes due 2019 (the “2019 Notes”) and 4.50% Senior Notes due 2021 (the “2021 Notes” and, together with the 2017 Notes and the 2019 Notes, and each of their respective guarantees, the “Securities”) of AerCap Ireland Capital Limited (the “Irish Issuer”) and AerCap Global Aviation Trust (the “Co-Issuer” and, together with the Irish Issuer, the “Companies”) are held. The Companies are in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [AerCap Holdings N.V., XxxXxx Xxxxx, Xxxxxxxxxxxxx 000, 0000 XX Xxxxxxxx, Xxx Xxxxxxxxxxx, Telephone number: +00 00 000 0000, Fax number: +00 00 000 0000]. * Not less than 28 calendar days from date of mailing. AerCap Ireland Capital Limited AerCap Global Aviation Trust Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between AerCap Ireland Capital Limited (the “Irish Issuer”), AerCap Global Aviation Trust (the “Co-Issuer” and, together with the Irish Issuer, the “Companies”), AerCap Holdings N.V. (the “Parent Guarantor”), the other guarantors party thereto (such guarantors, along with the Parent Guarantor, the “Guarantors”) and the Initial Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Companies have filed or will file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Companies’ 2.75% Senior Notes due 2017 (the “2017 Notes”), 3.75% Senior Notes due 2019 (the “2019 Notes”) and 4.50% Senior Notes due 2021 (the “2021 Notes” and, together with the 2017 Notes and the 2019 Notes, the “Securities”). A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at xxx.xxx.xxx. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined in the Exchange and Registration Rights Agreement) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. ELECTION The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Companies, their directors and officers who sign any Shelf Registration Statement, and each person, if any, who controls a Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), the Guarantors and all other Electing Holders of Registrable Securities, against certain losses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire. Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Companies and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. The Selling Securityholder hereby provides the following information to the Companies and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (AerCap Holdings N.V.)

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