Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: [CHECK ONE] o 144A Global Note, o Reg S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of December20, 2004 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o ☐ 144A Global Note, o Reg ☐ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the SUPPLEMENTAL INDENTURE FOR NOTE GUARANTEE This Supplemental Indenture, dated as of December20, 2004 [__________] (the this “Supplemental Indenture”), among Virgin River Casino CorporationOlinda Star Ltd., a Nevada corporation company limited by shares incorporated under the laws of the British Virgin Islands (the “Virgin RiverAdditional Subsidiary Guarantor”), RBG, LLCConstellation Oil Services Holding S.A., a Nevada limited-public limited liability company (“RBG”)société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and B & BB, Inc., a Nevada corporation registered with the Luxembourg Trade and Companies’ Register under number B163424 (“B&BB” and, collectively together with Virgin River its successors and RBGassigns, the “Issuers,” which term includes any successors to any of such persons under the Indenture)Company”) and Wilmington Trust, the Guarantors party thereto and The Bank of New YorkNational Association, as trustee (the “Trustee”), relating ) under the Indenture referred to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:below.
Appears in 1 contract
Samples: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o ☐ 144A Global Note, o Reg ☐ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: _____________________ EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the SUPPLEMENTAL INDENTURE FOR NOTE GUARANTEE This Supplemental Indenture, dated as of December20, 2004 [__________] (the this “Supplemental Indenture”), among Virgin River Casino Corporation[name of Restricted Subsidiary], a Nevada corporation [______________] [corporation][limited liability company] (the “Virgin RiverAdditional Subsidiary Guarantor”), RBG, LLCConstellation Oil Services Holding S.A., a Nevada limited-public limited liability company (“RBG”)société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and B & BB, Inc., a Nevada corporation registered with the Luxembourg Trade and Companies’ Register under number B163424 (“B&BB” and, collectively together with Virgin River its successors and RBGassigns, the “Issuers,” which term includes any successors to any of such persons under the Indenture)Company”) and Wilmington Trust, the Guarantors party thereto and The Bank of New YorkNational Association, as trustee (the “Trustee”), relating ) under the Indenture referred to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:below.
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Samples: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o £ 144A Global Note, o Reg £ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the SUPPLEMENTAL INDENTURE FOR NOTE GUARANTEE This Supplemental Indenture, dated as of December20, 2004 [__________] (the this “Supplemental Indenture”), among Virgin River Casino Corporation[name of Restricted Subsidiary], a Nevada corporation [______________] [corporation][limited liability company] (the “Virgin RiverAdditional Subsidiary Guarantor”), RBG, LLCConstellation Oil Services Holding S.A., a Nevada limited-public limited liability company (“RBG”)société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and B & BB, Inc., a Nevada corporation registered with the Luxembourg Trade and Companies’ Register under number B163424 (“B&BB” and, collectively together with Virgin River its successors and RBGassigns, the “Issuers,” which term includes any successors to any of such persons under the Indenture)Company”) and Wilmington Trust, the Guarantors party thereto and The Bank of New YorkNational Association, as trustee (the “Trustee”), relating ) under the Indenture referred to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:below.
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Samples: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o ☐ 144A Global Note, o Reg ☐ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: ______________________ EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & CompanySUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of _________, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 among [name of New Subsidiary Guarantor[s]] (the “NotesNew Subsidiary Guarantor”) Ladies and Gentlemen: Reference is hereby made to ), Studio City Finance Limited, a BVI business company with limited liability incorporated under the Indenture, dated as laws of December20, 2004 British Virgin Islands (the “IndentureCompany”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), ) and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Deutsche Bank of New YorkTrust Company Americas, as trustee Trustee (in such role, the “Trustee”), relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:.
Appears in 1 contract
Samples: Supplemental Indenture (Melco Resorts & Entertainment LTD)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: [CHECK ONE] o 144A Global Note, o Reg S Global Note, or o Rule 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ___________________________ [Insert Name of Owner] By: _______________________ Name: Title: Dated: ____________________ EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & CompanyMTR Gaming Group, Inc. 00000 Xxxxx Xxxxx 0, Xxxxx X.X. Xxx 000 Xxxxxxx, West Virginia 26034 Attention: Chief Financial Officer Xxxxx Fargo Bank, N.A. Corporate Trust Services 000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles- Xxxxx 000 Xxxxxxxxxx, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Department Re: 9.0009% Senior Secured Subordinated Notes due 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of December20May 25, 2004 2006 (the “Indenture”), by and among Virgin River Casino CorporationMTR Gaming Group, a Nevada corporation as issuer (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the IndentureCompany”), the Guarantors party thereto and The Bank of New YorkXxxxx Fargo Bank, N.A., as trustee (the “Trustee”), relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract
Samples: MTR Gaming Group Inc
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o 144A Global Note, o Reg ☐ Regulation S Global Note, or o 501 Global Note with in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the U.S. Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & CompanyNOTATION OF GUARANTEE For value received, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angelesthe Guarantors (which term includes any successor Person under the Indenture) have unconditionally guaranteed, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (to the “Notes”) Ladies extent set forth in the Indenture and Gentlemen: Reference is hereby made subject to the provisions in the Indenture, dated as of December20April 9, 2004 2024 (the “Indenture”), among Virgin River Casino between ESAB Corporation, a Nevada Delaware corporation (the “Virgin RiverIssuer”), RBG, LLC, a Nevada limited-liability company each guarantor from time to time party thereto (the “RBGGuarantors”), and B & BBU.S. Bank Trust Company, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New YorkNational Association, as trustee (the “Trustee”), relating to paying agent, transfer agent, registrar and authenticating agent, (a) the Notes. Capitalized terms used but not due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined herein shall have the meanings given to them in the Indenture. In connection ), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with our proposed purchase the terms of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. This Note Guarantee shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, as provided by Section 10.05 of the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT E [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS] SUPPLEMENTAL INDENTURE No. __ (this “Supplemental Indenture”), dated as of [●], among ESAB Corporation, a Definitive NoteDelaware corporation (the “Issuer”), we confirm that:each of the guarantors party hereto (each, a “New Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Appears in 1 contract
Samples: ESAB Corp
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o ¨ 144A Global Note, o Reg ¨ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Acadia Healthcare Company, Inc. 000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxxxxxxx Xxxxxx U.S. Bank National Association Global Corporate Trust Services 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx 000 Xxxxxxxxx, Xxxxxxxxx 10th Floor Los Angeles00000 Facsimile No.: (000) 000-0000 Attention: Xxxxx Xxxxx, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 CCTS Re: 9.0005.625% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: 2023 Reference is hereby made to the Indenture, dated as of December20February 11, 2004 2015 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BBAcadia Healthcare Company, Inc., a Nevada Delaware corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the IndentureCompany”), as issuer, the Guarantors party thereto and The U.S. Bank of New YorkNational Association, as trustee (the “Trustee”), relating to the Notestrustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s 's Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o [ ] 144A Global Note, o Reg [ ] Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s 's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: <PAGE> C-2 Dated: <PAGE> C-3 EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & CompanyTechnologies Corporation 00000 XX 0xx Xxxxxx, Inc. Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Xxxxx Facsimile: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 X. Xxxxxx CUSIP: ____________ Re: 9.0007.75% Senior Secured Subordinated Notes due 2012 (the “Notes”) Ladies and Gentlemen: 2013 Reference is hereby made to the Indenture, dated as of December20June 11, 2004 2003 (the “"Indenture”"), among Virgin River Casino between Xxxxxxxxx Technologies Corporation, a Nevada Delaware corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture"Company"), the Subsidiary Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), relating to the Notestrustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ $____________ aggregate principal amount at maturity of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract
Samples: Esterline Technologies Corp
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: [CHECK ONE] o 144A Global Note, o Reg S Global Note, or o 501 Global Note with an equal principal amountamount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 Re: 9.00012.750% Senior Secured Subordinated Discount Notes due 2012 2013 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of December20December 20, 2004 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New YorkYork Trust Company, N.A., as trustee (the “Trustee”), relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount at maturity of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: the [CHECK ONE] o ¨ 144A Global Note, o Reg ¨ Regulation S Global Note, or o 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Xxxxxxxxx & Acadia Healthcare Company, Inc. 000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxxxxxxx Xxxxxx U.S. Bank National Association Global Corporate Trust Services 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx 000 Xxxxxxxxx, Xxxxxxxxx 10th Floor Los Angeles00000 Facsimile No.: (000) 000-0000 Attention: Xxxxx Xxxxx, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 CCTS Re: 9.0006.125% Senior Secured Notes due 2012 (the “Notes”) Ladies and Gentlemen: 2021 Reference is hereby made to the Indenture, dated as of December20March 12, 2004 2013 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BBAcadia Healthcare Company, Inc., a Nevada Delaware corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the IndentureCompany”), as issuer, the Guarantors party thereto and The U.S. Bank of New YorkNational Association, as trustee (the “Trustee”), relating to the Notestrustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
Appears in 1 contract