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: 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: 1. We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below. 2. We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or
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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: 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:
1. We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or
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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: Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, TWC Holding LLC B&BB, Inc. TWC Holding Corp. c/o CasaBlanca Resorts 000 The Wornick Company 00000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx Las VegasXxxxxxxxxx, Nevada 89027 Re: 9.000% Senior Secured Notes due 2012 (the “Notes”) Xxxx 00000 U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of December20February 11, 2004 2005 (the “Indenture”), among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, between TWC Holding LLC, a Nevada limited-Delaware limited liability company company, TWC Holding Corp., a Delaware corporation (the “RBGIssuers”), 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 U.S. Bank of New YorkNational Association, 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:
1. We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) oror (7) of Rule 501 under the Securities Act (“Rule 501”) and, if the Notes are to be purchased for one or more accounts (“investor accounts”) for which we are acting as fiduciary or agent, each such investor account is an institutional “accredited investor” on a like basis. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Notes and invest in or purchase securities similar to the Notes in the normal course of our business. We and any investor accounts for which we are acting are each aware that we may be required, and are each able, to bear the economic risk of our or its investment in the Notes for an indefinite period of time, including the risk of an entire loss of our or such investor account’s investment in the Notes.
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Samples: Indenture (TWC Holding 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 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: Xxxxxxxxx & Company____________________ MTR 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:
1. We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, law or pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers Company or acting on behalf of the Issuers, and we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) orCompany.
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Samples: Indenture (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: [CHECK ONE] o 144A Global Note, o Reg S Global Note, Note or o 501 Regulation S 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 IssuersFinanceco. [Insert Name of Owner] By: Name: Title: Dated: Solectron Global Finance LTD Solectron Corporation 800 Xxxxxxxxx & CompanyXxxxx Xxxxxxxx, Inc. XX 00000 U.S. Bank National Association 600 Xxxx Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angelesxxxxxx, California 90025 Virgin River Casino Corporation RBG00xx Xxxxx Xxx Xxxxxxx, LLC B&BB, Inc. c/o CasaBlanca Resorts 000 Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas, Nevada 89027 XX 00000 Attention: Corporate Trust Services Re: 9.0008.00% Senior Secured Subordinated Notes due 2012 (the “Notes”) Ladies and Gentlemen2016 Dear Sirs: Reference is hereby made to the Indenture, dated as of December20February 21, 2004 2006 (the “Indenture”), among Virgin River Casino Corporationbetween Solectron Global Finance LTD, a Nevada corporation as issuer (“Virgin RiverFinanceco”), RBGSolectron Corporation, LLC, a Nevada limited-liability company as guarantor (“RBGSolectron”), ) 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 YorkU.S. National 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:
1. We understand and acknowledge that any subsequent transfer of the Notes have or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not been registered under to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, are being offered for resale in transactions .
2. We understand that the offer and sale of the Notes have not requiring registration been registered under the Securities Act Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any other securities lawinterest therein, including resales pursuant we will do so only (A) to Financeco or Solectron or any of their respective subsidiaries, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (“Rule 144A”as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and may not be offeredto Financeco a signed letter substantially in the form of this letter and, sold or otherwise transferred except if the proposed transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion of counsel in form reasonably acceptable to Financeco to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act, (F) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company) or any other applicable securities law, (G) pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 effective registration statement under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we further agree to provide to any person purchasing the Definitive Note from us in a transaction meeting the requirements of clauses (A) through (F) of this paragraph a notice advising such purchaser that resales thereof are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) orrestricted as stated herein.
Appears in 1 contract
Samples: Indenture (Solectron 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 Note or ¨ 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 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 IssuersIssuer. [Insert Name of Owner] By: Name: Title: Dated: Xxxxxxxxx & Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBGTCM Sub, LLC B&BB, Inc. c/o CasaBlanca Resorts Scripps Network Interactive, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxx Xxxxxxxx Xxxxxxxxx Las Vegas00000 Attention: Xxxxxx X. XxXxxxxx U.S. Bank National Association 000 Xxxxxx Xxxxxx, Nevada 89027 0xx Xxxxx M/L CN-OH-W6CT Xxxxxxxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxx, Vice President and Trust Officer Re: 9.0003.55% Senior Secured Notes due 2012 (the “Notes”) 2015 Ladies and Gentlemen: , Reference is hereby made to the Indenture, dated as of December20December 15, 2004 (the “Indenture”)2009, among Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBGbetween TCM Sub, LLC, a Nevada limited-Delaware limited liability company (the “RBGIssuer”), and B & BBScripps Networks Interactive, Inc., a Nevada an Ohio 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 Guarantor”) and The U.S. Bank of New YorkNational Association, as trustee (the “Trustee”), relating to (the Notes“Indenture”). 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:
1. We understand and acknowledge that any subsequent transfer of the Notes have or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not been registered under to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).
2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any other applicable securities lawinterest therein, are being offered for resale we will do so only (1) in transactions not requiring the United States to a person whom the seller reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (2) outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act, (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or any other securities law, including resales pursuant to Rule 144A under the Securities Act (“Rule 144A”), and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, 4) pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 effective registration statement under the Securities Act, in each of cases (1) through (4) in accordance with any applicable securities laws of any state of the Issuers or acting on behalf of the IssuersXxxxxx Xxxxxx, and we are an institutional “accredited investor” under further agree to notify any purchaser of the Securities Act within Notes from us of the meaning of subparagraph (a) (1), (2), (3) orresale restrictions referred to above.
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