Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 3 contracts

Samples: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Vici Properties Inc.)

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¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or

Appears in 3 contracts

Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: DatedGeneral Counsel Delaware Trust Company 200 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: 3.750% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Samples: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Pinnacle Entertainment, Inc. 0000 Xxxxxx Xxxxxx Parkway Las Vegas, 89109 [Registrar address block] Re: 8 1/4% Senior Subordinated Notes due 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of March 15, 2004 (the “Indenture”), among Pinnacle Entertainment, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or

Appears in 2 contracts

Samples: Indenture (Tesoro Logistics Lp), Indenture (Tesoro Corp /New/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. B-3 [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP ___________), or (ii) Regulation S Global Note (CUSIP ____________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Unrestricted Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sensata Technologies B.V. c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of August 29, 2022 (the “Indenture”), among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law, as issuer (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the “Owner”) owns and proposes to exchange the Note[s] or interests in such Note[s] specified herein, in the principal amount of $ _________ (CUSIP ________; ISIN _______________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________________________ Insert Name of Transferor By: Name: Title: Dated 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 7.00% Senior Secured Notes due 2027 of Studio City Company Limited Reference is hereby made to the Indenture, dated as of February 16, 2022 (the “Indenture”), among Studio City Company Limited, as issuer (the “Company”), each Guarantor and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _____________________, __ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________); or (b) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Cinemark USA, Inc. 3900 Xxxxxx Xxxxxxx Xxxxx, XX 00000 Xxxxx Fargo Bank, N.A. Corporate Trust Services 330 X. Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0X XXX X0000-00X Lox Xxxxxxx, Xxxxxxxxxx 00000 Re: Cinemark USA, Inc. Re: 5.25% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of June 15, 2021 (as such may be amended or supplemented from time to time, the “Indenture”), oramong Cinemark USA, Inc., as issuer (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A

Appears in 2 contracts

Samples: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 9.125% Senior Notes due 2031 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of June 30, 2023 (the “Indenture”), among Viking Cruises Ltd, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. _____________________________________ [Insert Name of Transferor] By: _________________________________ Name: Title: Dated: _______________________ 1. _ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or OR (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 2 contracts

Samples: Indenture (Communities Home Builders Inc), Indenture (Wci Communities Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 144 or Rule 904 Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A a Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Certificated Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in thea/an: (i) ☐ 144A ¨ Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Unrestricted Global Note (CUSIP __________); or (b) ¨ a Restricted Certificated Note; or (c) ¨ an Unrestricted Certificated Note, or, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Supplemental Indenture (Host Marriott L P), Supplemental Indenture (Host Marriott Corp/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 7.250% Senior Notes due 2024 of Studio City Finance Limited Reference is hereby made to the Indenture, dated as of February 11, 2019 (the “Indenture”), among Studio City Finance Limited, as issuer (the “Company”), each Subsidiary Guarantor and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Samples: Indenture (CyrusOne Inc.), Indenture (Owens Corning)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _____________________, __ 1. The Transferor owns and proposes to transfer the following: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or (b) [_] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP _________); or (b) [_] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Cinemark USA, Inc. 0000 Xxxxxx Xxxxxxx Plano, TX 75093 Truist Bank Corporate Trust & Escrow Services Attn: Cinemark Client Manager: Xxxxxxx Xxxxxxxx – VP Wilson, North Carolina 27893 Re: Cinemark USA, Inc. Re: 7.0% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of July 18, 2024 (as such may be amended or supplemented from time to time, the “Indenture”), oramong Cinemark USA, Inc., as issuer (the “Company”), the Guarantors party thereto and Truist Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A

Appears in 1 contract

Samples: Indenture (Cinemark Usa Inc /Tx)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (iv) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Xxxx Las Vegas, LLC Xxxx Las Vegas Capital Corp. 0000 Xxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxx, Xxxxxx 00000 Telecopy: (000) 000-0000 Attention: President U.S. Bank National Association EP-MN-WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Telecopy: (000) 000-0000 Attention: Corporate Trust Department Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of February 18, 2015 (the “Indenture”), among Xxxx Las Vegas, LLC, a Nevada limited liability company (“Xxxx Las Vegas”), Xxxx Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital” and, together with Xxxx Las Vegas, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Wynn Las Vegas LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (RLJ Lodging Trust)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Icahn Enterprises L.P. Icahn Enterprises Finance Corp. 700 Xxxxx Xxxxxx, 47th Floor New York, New York 10153 Facsimile No.: (000) 000-0000 Attention: Kxxxx Xxxxxxxxx, Deputy General Counsel Wilmington Trust, National Association Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Wilmington, Delaware 19890-0001 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: 6.000% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of August 1, 2013 (the “Indenture”), among Icahn Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises Finance”, together with Icahn Enterprises, the “Company”), the guarantor party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Icahn Enterprises Holdings L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. ___________________________________ [Insert Name of Transferor] By: :________________________________ Name: Title: Dated: ____________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or OR (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 1 contract

Samples: Indenture (Cco Holdings Capital Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) ❑ IAI Global Note (CUSIP ); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) ❑ IAI Global Note (CUSIP ); or (iv) ❑ Unrestricted Global Note (CUSIP ); or (b) ❑ a Restricted Definitive Note; or (c) ❑ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Emergent BioSolutions Inc. 400 Xxxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 U.S. Bank National Association Attention: Corporate Trust Dept Oxx Xxxxxxx Xx, 00xx xxxxx Xxxxxx, XX 00000 Lxxxx.xxxxxx@xxxxxx.xxx Re: 3.875% Senior Unsecured Notes due 2028 Reference is hereby made to the Indenture, dated as of August 7, 2020 (the “Indenture”), among Emergent BioSolutions Inc., as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Emergent BioSolutions Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ AI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ AI Global Note (CUSIP _________), or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CURO Group Holdings Corp. 000 Xxxx Xxxxxxx Xxxxxx, 8th Floor Chicago, Il, 60654 Attention: Chief Legal Officer U.S. Bank Trust Company, National Association, as Trustee and Registrar [ ] Attention: [ ] Telephone No.: [ ]

Appears in 1 contract

Samples: Indenture (CURO Group Holdings Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Wilmington Trust, National Association 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Re: 6.000% Senior Secured Notes due 2022 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 31, 2013 (as amended or supplemented from time to time, the “Indenture”), among Calpine Corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Restricted Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _________________________________________ [Insert Name of Transferor] By:______________________________________ Name: Title: Dated:_________, _____ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) ☐ 144A the Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (CUSIP __________)c) an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. EXHIBIT E FORM OF CERTIFICATE OF EXCHANGE Golden Northwest Aluminum Holding Company 3313 West Second The Dalles, Oregon 97058 Wilmington Trust Compaxx Xxx Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxeet Wilmington, Delaware 19890 Re: 00 % Xxxxxxxxxxxx Xxxxxxx Xxxxx xxx 0000 ----------------------------------------

Appears in 1 contract

Samples: Indenture (Golden Northwest Aluminum Holding Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A ¨ IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Six Flags Entertainment Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: Dated: _______________________SFDOCS01/271107.5 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE) (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP ________), or (iii) Unrestricted Global Note (CUSIP ________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. SFDOCS01/271107.5 Bio-Rad Laboratories, Inc. 0000 Xxxxxx Xxxxx Drive Hercules, California 94547 Attention: Chief Financial Officer Xxxxx Fargo Bank, National Association 000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxx, Corporate Trust Administration Dear Sirs: Reference is hereby made to the Indenture, dated as of May 26, 2009 (the “Indenture”), between Bio-Rad Laboratories, Inc., as issuer (the “Company”), and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note. (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States. (b) Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (Bio Rad Laboratories Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Par Pacific Holdings, Inc. 000 Xxxxxxx Xx., Suite 875 Houston, Texas 77024 Facsimile: (000) 000-0000 Attention: General Counsel Wilmington Trust, N.A. 00000 X. Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxx Xxxxxxxx Re: 7.750% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of December 21, 2017 (the “Indenture”), among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), Par Petroleum Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Par Pacific Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. KCG Holdings, Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxx XxXxxxxx, General Counsel The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 4W New York, NY 10286 Attention: Corporate Trust Administration

Appears in 1 contract

Samples: Indenture (KCG Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Re: [fill in full title of securities] (CUSIP ) Reference is hereby made to the Indenture, dated as of (the “Indenture”), [between/among] , as issuer (the “Company”), [the Guarantors party thereto] and , as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Windstar Energy, LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) £ a beneficial interest in the: (i) £ 144A Global Note (CUSIP __________), or (ii) £ Regulation S Global Note (CUSIP __________), or (iii) £ IAI Global Note (CUSIP _________); or (b) £ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) £ a beneficial interest in the: (i) £ 144A Global Note (CUSIP __________), or (ii) £ Regulation S Global Note (CUSIP __________), or (iii) £ IAI Global Note (CUSIP _________); or (iv) £ Unrestricted Global Note (CUSIP _________); or (b) £ a Restricted Definitive Note; or (c) £ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FirstCash, Inc. 0000 Xxxx 0xx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 BOKF, NA 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Re: 4.625% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of August 26, 2020 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”), the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Firstcash, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _________, _______________ Table of Contents 1. The Transferor owns and proposes to transfer the following: (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP __________), ; or (ii) [ ] Regulation S Global Note (CUSIP __________), ; or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP __________), ; or (ii) [ ] Regulation S Global Note (CUSIP __________), ; or

Appears in 1 contract

Samples: Indenture (Sba Communications Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Houston, Texas 77002 Facsimile No.: (000) 000-0000 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, Minnesota 55402 Facsimile No.: (000) 000-0000 Re: 5.125% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of December 27, 2019 (as amended or supplemented from time to time, the “Indenture”), between Calpine Corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (A) OR (B)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Carriage Services, Inc. 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attn: Legal Department Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attn: Carriage Services, Inc. Administrator Re: 6.625% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of May 31, 2018 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Carriage Services, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Carriage Services Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (California Resources Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Primus Telecommunications Holding, Inc. c/o Primus Telecommunications Group, Incorporated 0000 Xxxxx Xxxxxx Drive, Suite 900 XxXxxx, Virginia 22102 Attn: Chief Legal Officer U.S. Bank National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust Services Re: 10.00% Senior Secured Notes due 2017 of Primus Telecommunications Holding, Inc. Reference is hereby made to the Indenture, dated as of July 7, 2011 (the “Indenture”), by and among the Primus Telecommunications Holding, Inc, a Delaware corporation (the “Issuer”), the guarantors party thereto, and U.S. Bank National Association, as Trustee and as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Primus Telecommunications Group Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State Stale of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: ____________________, ___ 1. The Transferor owns and proposes to transfer the following: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or (b) [_] a Restricted Definitive Note.; or 2. After the Transfer the Transferee will hold: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP _______); or (iii) [_] IAI Global Note (CUSIP _______); or (iv) [_] Unrestricted Global Note (CUSIP _______); or (b) [_] a Restricted Definitive Note; or (c) [_] an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. Mobile Services Group, Inc. Mobile Storage Group, Inc. 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Chief Financial Officer Xxxxx Fargo Bank, N.A. Corporate Trust Services MAC X0000-000 Xxxxx & Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: MSG Account Manager Re: 9 3/4% Senior Notes due 2014 Reference is hereby made to the Indenture, dated as of August 1, 2006 (the “Indenture”), among Mobile Services Group, Inc. and Mobile Storage Group, Inc. (the “Issuers”), the guarantors named therein and Xxxxx Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $______ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Mobile Storage Group Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Securities Act Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Physical Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Securities Act Legend printed on the Restricted Global Notes or Restricted Definitive Physical Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ______________________________________________ [Insert Name of Transferor] By: ______________________________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ☐ Regulation ¨Regulation S Global Note (CUSIP _________; ISIN _________), or (b) ¨ a Restricted Definitive Physical Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ¨ Regulation S Global Note (CUSIP _________; ISIN _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________; ISIN _________); or

Appears in 1 contract

Samples: Indenture (Qihoo 360 Technology Co LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Quebecor Media Inc. 600 Xx-Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Xxxxxx Attention: Director, Legal Affairs U.S. Bank National Association Attention: Corporate Trust Services Facsimile No.: [ ] Re: 5 3/4% Senior Notes due January 15, 2023 Reference is hereby made to the Indenture, dated as of October 11, 2012 (the “Indenture”), between Quebecor Media Inc., as issuer (the “Company”), and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) ☐ Regulation S such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (CUSIP __________the “Securities Act”), or(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a ¨ Check if Exchange is from beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ora

Appears in 1 contract

Samples: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. General Motors Financial Company, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Xxxxx Fargo Bank, National Association 000 X. Xx. Xxxx Xxxxx, Suite 1750 MAC T9263-170 Xxxxxx, XX 00000 Attn: Corporate Trust, Municipal and Escrow Services Re: [2.75% Senior Notes due 2016]13 [3.25% Senior Notes due 2018]14 [4.25% Senior Notes due 2023]15 (CUSIP ) Reference is hereby made to the Indenture, dated as of May 14, 2013 (the “Indenture”), among General Motors Financial Company, Inc., as issuer (the “Company”), the Guarantor named on the signature pages thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (General Motors Financial Company, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ----------------------------------------- [Insert Name of Transferor] By: -------------------------------------- Name: Title: Dated: _______________________-------------------- 104 ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) | | a beneficial interest in the 144A Global Note (CUSIP _____). (b) | | a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) | | a beneficial interest in the: (i) | | 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S | | Unrestricted Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (GPPD Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (b) c a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (iii) c Unrestricted Global Note (CUSIP __________); or (b) c a Restricted Definitive Note; or (c) c an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C MGM China Holdings Limited 美高梅中國控股有限公司 Avenida Dr. Sxx Xxx Xxx, Edifício MGM MACAU NAPE, Macau Facsimile No.: +000 00000000 Email: axxxxxxxxxxxx@xxx.xx Attention: Axxxxxx Xxxxxx, Company Secretary and Executive Vice President of Legal and General Counsel Wilmington Savings Fund Society, FSB 500 Xxxxxxxx Xxxxxx Wilmington, DE 19801 United States of America Attn: Corporate Trust – MGM China Holdings 5.25% Senior Notes due 2025 Re: 5.25% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of June 18, 2020 (the “Indenture”), between MGM China Holdings Limited 美高梅中國控股有限公司, as issuer (the “Issuer”), and Wilmington Savings Fund Society, FSB, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MGM Resorts International)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Houston, Texas 77002 Facsimile No.: (000) 000-0000 Wilmington Trust Company 0000 X. Xxxxxx Xxxxxx Wilmington, Delaware 19890-1615 Facsimile No.: (000) 000-0000 Re: 7.875% Senior Secured Notes due 2023 Reference is hereby made to the Indenture, dated as of January 14, 2011 (as amended or supplemented from time to time, the “Indenture”), among Calpine Corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP __________U71355 AD0; ISIN: USU71355AD00), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP U71355 AD0; ISIN: USU71355AD00), or (iii) ☐ Unrestricted Global Note (CUSIP: [____________]), or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Performance Food Group, Inc. 00000 Xxxx Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: A. Xxxxx Xxxx, Senior Vice President, General Counsel and Secretary With a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxx Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Fascimile: (000) 000-0000 Attention: Xxxxx X. Xxxxxxxx U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, MN 55107 Attn: Performance Food Group Administrator Re: 6.875% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of April 24, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _________ (the “Owner”) owns and proposes to exchange Note[s] or an interest in such Note[s], in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (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, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Samples: Indenture (Performance Food Group Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________, 1. The Transferor owns and proposes to transfer the following: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or (b) [_] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or

Appears in 1 contract

Samples: Indenture (Sba Communications Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note,

Appears in 1 contract

Samples: Indenture (Post Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Dycom Investments, Inc. 000000 X.X. Xxxxxxx 0, Xxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000 Attention: General Counsel [Registrar address block] Re: 7.125% Senior Subordinated Notes due 2021 (CUSIP ) Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”), among Dycom Investments, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Dycom Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Securities Act Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Physical Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Securities Act Legend printed on the Restricted Global Notes or Restricted Definitive Physical Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ¨ Regulation S Global Note (CUSIP _________; ISIN _________), or (b) ¨ a Restricted Definitive Physical Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ¨ Regulation S Global Note (CUSIP _________; ISIN _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________; ISIN _________); or (b) ¨ a Restricted Physical Note; or (c) ¨ an Unrestricted Physical Note, in accordance with the terms of the Indenture. To: QIHOO 360 TECHNOLOGY CO. LTD. CITIBANK, N.A., as Note Registrar Re: 0.50% Convertible Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of August 6, 2014 (the “Indenture”), between Qihoo 360 Technology Co. Ltd., as issuer (the “Company”) and Citicorp International Limited, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Qihoo 360 Technology Co LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________, 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________); or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Unifi, Inc. 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attn: General Counsel Fax: (000) 000-0000 U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Xxxxxxx Xxxxxxxx Fax: (000) 000-0000 Re: 11 1/2 % Senior Secured Notes due 2014 (CUSIP ) Reference is hereby made to the Indenture, dated as of May 26, 2006 (the “Indenture”), oramong Unifi, Inc., as issuer (the “Company”), the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Unifi Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________, 1. The Transferor owns and proposes to transfer the following: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or (b) [_] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP ); or (iii) [__________] Unrestricted Global Note (CUSIP ), ; or

Appears in 1 contract

Samples: Indenture (Cinemark Usa Inc /Tx)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Videotron Ltd. 612 Xx. Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx Xttention: Vice President, Legal Affairs Wxxxx Fargo Bank, National Association as Trustee and Registrar – DAPS Reorg. MAC N9303-121 608 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Xelephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: DXXXXxxxx@xxxxxxxxxx.xxx Re: 5 3/8% Senior Notes due June 15, 2024 Reference is hereby made to the Indenture, dated as of April 9, 2014 (the “Indenture”), among Videotron Ltd., as issuer (the “Company”), the Subsidiary Guarantors party thereto and Wxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ¨ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Houston, Texas 77002 Facsimile No.: (000) 000-0000 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, Minnesota 55402 Facsimile No.: (000) 000-0000 Re: 5.000% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of August 10, 2020 (as amended or supplemented from time to time, the “Indenture”), between Calpine Corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: ------------------------------------- Name: Title: Dated: --------------------- C-1 4 125 ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (iii) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (iii) IAI Global Note (CUSIP _________), or (iv) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C-2 FORM OF CERTIFICATE OF EXCHANGE [Company address block] [Registrar address block] Re: [full title of securities] (CUSIP ____________) Reference is hereby made to the Indenture, dated as of _________________ (the "Indenture"), between _______________________ 1. The Transferor owns , as Company (the "Company"), and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________)_______, or (ii) ☐ Regulation S Global Note (CUSIP as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________)______, or (iithe "Owner") ☐ Regulation S Global Note (CUSIP owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Spanish Broadcasting System Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK (a) OR (b)] (a) ¨ a beneficial interest in thethe [CHECK (i) OR (ii)]: (i) ¨ 144A Global Note (CUSIP __________097793 AE3), or, (ii) ¨ Regulation S Global Note (CUSIP __________U09784 AC0), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK (a), (b) OR (c)] (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP __________097793 AE3), or (ii) ¨ Regulation S Global Note (CUSIP __________U09784 AC0), or (iii) ¨ Unrestricted Global Note (CUSIP [●]) or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Civitas Resources, Inc. 555 10xx Xxxxxx, Xxxxx 0000 Xxxver, Colorado 80202 Computershare Trust Company, N.A., as Trustee 1505 Xxxxxx Xxxx Xxxxx Xx. Pxxx, Minnesota 55108 Attention: CCT Administrator for Civitas Resources, Inc. Phone: 1-000-000-0000 Email: #XXXXXXXXXXxxxx@xxxxxxxxxxxxx.xxx Re: 8.625% Senior Notes due 2030 Reference is hereby made to the Indenture, dated as of October 17, 2023 (the “Indenture”), among Civitas Resources, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto, and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[●] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Civitas Resources, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. __________________________ [Insert Name name of Transferor] Dated: ___________________ By: Name: Title: Dated: ________________________ Name: ______________________ Title: _______________________ 14499200.7 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the:. (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP ), or (b) ¨ a Restricted Definitive Note ¨ an Unrestricted Definitive Note in accordance with the terms of the Indenture. 14499200.7 Gannett Co., Inc. 0000 Xxxxx Xxxxxx Drive XxXxxx, Virginia 22107 Attention: Secretary [By Hand or Overnight U.S. Bank Corporate Trust Services Group Attn: Transfers X.X. Xxx 00000 Xx. Xxxx, MN 55107 ] [By Certified or Registered Mail U.S. Bank Corporate Trust Services Group Attn: Specialized Finance 00 Xxxxxxxxxx Xxxxxx St Xxxx, MN 55164-0111] Re: 5.125% Senior Notes Due 2020 (the “Notes”) Reference is hereby made to the Indenture, dated as of March 1, 1983 between Gannett Co., Inc. (the “Company”) and Citibank, N.A. (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of November 5, 1986 (the “First Supplemental Indenture”), among the Company, Citibank and Sovran Bank, N.A. (now known as Bank of America, N.A.), a Second Supplemental Indenture dated as of July 1, 1995 (the “Second Supplemental Indenture”), among the Company, NationsBank, N.A. (now known as Bank of America, N.A.) and Crestar Bank (now known as SunTrust Bank), a Third Supplemental Indenture, dated as of March 14, 2002 (the “Third Supplemental Indenture”), between the Company and Xxxxx Fargo Bank Minnesota, National Association (now known as Xxxxx Fargo Bank, National Association), a Fourth Supplemental Indenture, dated as of June 16, 2005 (the “Fourth Supplemental Indenture”), between the Company and Xxxxx Fargo Bank, National Association, a Fifth Supplemental Indenture, dated as of May 26, 2006 (the “Fifth Supplemental Indenture”), between the Company and Xxxxx Fargo Bank, National Association, a Sixth Supplemental Indenture, dated as of June 29, 2007 (the “Sixth Supplemental Indenture”), between the Company and Xxxxx Fargo Bank, National Association, a Seventh Supplemental Indenture, dated as of May 7, 2009 (the “Seventh Supplemental Indenture”), between the Company, the Guarantors party thereto and Xxxxx Fargo Bank, National Association, an Eighth Supplemental Indenture, dated as of October 2, 2009 (the “Eighth Supplemental Indenture”), between the Company, the Guarantors party thereto and Xxxxx Fargo Bank, National Association, a Ninth Supplemental Indenture, dated as of September 27, 2010 (the “Ninth Supplemental Indenture”), between the Company, the Guarantors party thereto and Xxxxx Fargo Bank, National Association and a Tenth Supplemental Indenture, dated as of July 29, 2013 (the “Tenth Supplemental Indenture”), between the Company, the Guarantors party thereto and U.S. Bank National Association (the term “Indenture” as used hereinafter refers to the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the E-1 14499200.7 Ninth Supplemental Indenture and the Tenth Supplemental Indenture). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (Tegna Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Carmike Cinemas, Inc. 0000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer Xxxxx Fargo Bank, National Association 0000 Xxxxxxx Xxxxxxx XX Xxxxx 000 Xxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Services, Administrator - Carmike Cinemas, Inc.

Appears in 1 contract

Samples: Indenture (Carmike Cinemas Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CNL Lifestyle Properties, Inc. 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxxx Xxxxxxx Wilmington Trust FSB 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxxx X’Xxxxxxx Re: 7.250% Senior Notes due 2019 Reference is hereby made to the Indenture, dated as of April 5, 2011 (the “Indenture”), among CNL Lifestyle Properties, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust FSB, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (CNL Lifestyle Properties Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities 1933 Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 144A Legend are not required in order to maintain compliance with the Securities 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 144A Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note; or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Quebecor Media Inc. 600 Xx-Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx Attention: Director, Legal Affairs Computershare Trust Company of Canada 1000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Attention: Manager, Corporate Trust Services Facsimile No.: (000) 000-0000 Re: 6 5/8% Senior Notes due January 15, 2023 Reference is hereby made to the Indenture, dated as of October 11, 2012 (the “Indenture”), between Quebecor Media Inc., as issuer (the “Company”), and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. XX Xxxxxxxx Corporation 0000 X. Xxxxxxx, Suite 1300 Dallas, Texas 75201 Computershare Trust Company, N.A. CTSO Mail Operations 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx Floor Minneapolis, MN 55415 Re: [•]% Senior Notes due 20[•] (the “Notes”) Reference is hereby made to the Indenture, dated as of April 27, 2022 (the “Base Indenture”), between XX Xxxxxxxx Corporation, the “Company”) and Computershare Trust Company, N.A., as trustee as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: First Supplemental Indenture (HF Sinclair Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Six Flags Entertainment Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities 1933 Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 144A Legend are not required in order to maintain compliance with the Securities 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 144A Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. In any case under this Item 4 in which a Definitive Note is to be issued in respect of a beneficial interest in a Canadian Placement Global Note, the Transferor certifies that either it is not a U.S. person or that it acquired the Notes in a transaction that did not require registration under the 1933 Act. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 00000XXX0), or (ii) ¨ Canadian Placement Global Note (CUSIP 00000XXX0), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 00000XXX0), or (ii) ¨ Canadian Placement Global Note (CUSIP 00000XXX0), or (iii) ¨ Unrestricted Global Note; or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Videotron Ltd. 000 Xx. Xxxxxxx Xxxxxx Montréal, Québec H3C 4M8 Canada Attention: Vice President, Legal Affairs Computershare Trust Company of Canada Attention: Manager, Corporate Trust Services Facsimile No.: (000) 000-0000 Re: 5 5/8% Senior Notes due June 15, 2025 Reference is xxxxxx made to the Indenture, dated as of June 17, 2013 (the “Indenture”), among Videotron Ltd., as issuer (the “Company”), the Subsidiary Guarantors party thereto and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Videotron Ltee)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP __________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP __________); or (iv) ¨ Unrestricted Global Note (CUSIP __________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. NRG Energy, Inc. 800 Xxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attention: General Counsel Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 5000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Transfer Department Copy Deutsche Bank Trust Company Americas Trust and Agency Services 60 Xxxx Xxxxxx, 00xx Xxxxx Mail Stop: NXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 XXX Attn: Corporates Team, NRG Energy, SF3842 Facsimile: (000) 000-0000 Re: 1.841% Senior Secured First Lien Notes due 2023 (CUSIP [ ]) Reference is hereby made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc., as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $_____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (NRG Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Title Dated: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[ ]), or (ii) ☐ Regulation S Global Note (CUSIP __________[ ]), or (iii) ☐ IAI Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[ ]), or (ii) ☐ Regulation S Global Note (CUSIP [ ]), or (iii) ☐ IAI Global Note (CUSIP [ ]); or (iv) ☐ Unrestricted Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FORM OF CERTIFICATE OF EXCHANGE CSI Compressco LP 00000 Xxxxxxxxxx 00 Xxxxx Xxx Xxxxxxxxx, Xxxxx 00000 U.S. Bank National Association 00000 Xxxx Xxxx, Suite 800 Dallas, Texas 75240 Attention: Global Corporate Trust Services Re: 7.500% Senior Secured First Lien Notes due 2025 (CUSIP _________________) Reference is hereby made to the Indenture, dated as of March 22, 2018 (the “Indenture”), oramong CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (CSI Compressco LP)

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¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A ¨ IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: B‑3 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (iii) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. B‑4 Plantronics, Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 U.S. Bank National Association One California Street, Suite 1000 Mail Code - SF-CA-SFCT Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx Fax: (000) 000-0000 Reference is hereby made to the Indenture, dated as of May 27, 2015 (the “Indenture”), among Plantronics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors from time to time a party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note such Note[s] specified herein, in the principal amount of $____________ (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __; ISIN __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Plantronics Inc /Ca/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________CUSIP: 71376L AB6; ISIN: US71376LAB62), or (ii) ¨ Regulation S Global Note (CUSIP __________CUSIP: U71355 AC2; ISIN: USU71355AC27), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________CUSIP: 71376L AB6; ISIN: US71376LAB62), or (ii) ¨ Regulation S Global Note (CUSIP __________CUSIP: U71355 AC2; ISIN: USU71355AC27), or (iii) ¨ Unrestricted Global Note (CUSIP: [ ]), or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Performance Food Group, Inc. 00000 Xxxx Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: A. Xxxxx Xxxx, Senior Vice President, General Counsel and Secretary With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Igor Fert U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, MN 55107 Attn: Performance Food Group Administrator Re: 5.50% Senior Notes due 2024 Reference is hereby made to the Indenture, dated as of May 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), PFGC, Inc., a Delaware corporation (“Parent”), the other Guarantors named therein and U.S. Bank National Association, a national banking association, as Trustee, Transfer Agent, Registrar and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange Note[s] or an interest in such Note[s], in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Performance Food Group Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP ); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP ); or (iv) Unrestricted Global Note (CUSIP ); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 5.75% Senior Secured Notes due 2029 (CUSIP ) Reference is hereby made to the Indenture, dated as of January 28, 2021 (the “Indenture”), among Vector Group Ltd. as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Vector Group LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[CUSIP: ]), or (ii) ☐ EH Regulation S Global Note (CUSIP __________[CUSIP: ]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[CUSIP: ]), or (ii) ☐ Regulation S Global Note (CUSIP __________[CUSIP: ])or (iii) ☐ Unrestricted Global Note ([ ] [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. SunOpta Foods Inc. 0000 Xxxx Xxxx Xxxxx, XX 00000 Fax No.: (000) 000-0000 Attention: General Counsel U.S. Bank National Association Global Corporate Trust Services 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Fax No.: 000-000-0000 Attention: Global Corporate Trust Services Reference is hereby made to the Senior Secured Second Lien Notes Indenture, dated as of October 20, 2016 (the “Indenture”), oramong SunOpta Foods Inc., a Delaware corporation (the “Issuer”), the Guarantors party thereto, the Trustee and the Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (SunOpta Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ______), or (ii) ¨ Regulation S Global Note (CUSIP ______), or (iii) ¨ IAI Global Note (CUSIP______); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ______), or (ii) ¨ Regulation S Global Note (CUSIP ______), or (iii) ¨ IAI Global Note (CUSIP_____); or (iv) ¨ Unrestricted Global Note (CUSIP ______); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. NRG Energy, Inc. 804 Carnegie Place Princeton, NJ 08540 Attention: DatedGeneral Counsel Deutsche Bank Trust Company Americas Transfer Unit – Operations c/o DB Services Americas, Inc. 5000 Xxxx Xxxxxxx, Xxxxx 000 Jacksonville, FL 32256 Attn: Transfer Department Copy Deutsche Bank Trust Company Americas Trust and Agency Services 60 Xxxx Xxxxxx, 00xx Floor Mail Stop: NYC60-2405 New York, New York 10005 USA Attn: Corporates Team, Deal ID SF3657 Facsimile: (000) 000-0000 Re: 3.875% Senior Notes due 2032 Reference is hereby made to the Second Supplemental Indenture, dated as of August 23, 2021 (the “Indenture”), among NRG Energy, Inc., as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor _, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $ __________), or (ii) ☐ Regulation S Global Note (CUSIP ___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Second Supplemental Indenture (NRG Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ¨ 000X Xxxxxx Xxxx (CUSIP __________XXXXX Xx. 000000 XX0), or xx (iixx) ¨ Regulation S Global Note (CUSIP __________No. U51470 AJ8), or (b) ¨ a Restricted Definitive Certificated Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________No. 521865 AT2), or; (ii) ¨ Regulation S Global Note (CUSIP __________No. U51470 AJ8); or (iii) ¨ Unrestricted Global Note (CUSIP No. 521865 A49); or (b) ¨ a Restricted Certificated Note; or (c) ¨ an Unrestricted Certificated Note, in accordance with the terms of the Indenture. XXXX CORPORATION 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The Bank of New York Mellon Trust Company, N.A. Corporate Trust Xxxxxx 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Reference is hereby made to the Indenture, dated as of March 26, 2010 (the “Base Indenture”), oramong Xxxx Corporation (the “Company”), the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented to January 17, 2013 and as further supplemented by the Third Supplemental Indenture, dated as of January 17, 2013, among the Company, the subsidiary guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and together with the Base Indenture, as supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Third Supplemental Indenture (Lear Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP __________), or (ii) o Regulation S Global Note (CUSIP __________), or (iii) o IAI Global Note (CUSIP _________); or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP __________), or (ii) o Regulation S Global Note (CUSIP __________), or (iii) o IAI Global Note (CUSIP _________); or (iv) o Unrestricted Global Note (CUSIP _________); or (b) o a Restricted Definitive Note; or (c) o an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Nathan’s Famous, Inc. One Jericho Plaza, Second Floor - Wing A Jericho, New York 11753 U.S. Bank National Association as Trustee and Registrar 00 Xxxxxxxxxx Xxxxxx, EP-MN-WS3C Saint Xxxx, MN 55107-2292 Re: 10.000% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of March 10, 2015 (the “Indenture”), among Nathan’s Famous, Inc., as issuer (the “Issuer”), the Guarantors party thereto, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Nathans Famous Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _CUSIP__________/ ISIN_________), or (ii) ¨ Regulation S Global Note (CUSIP CUSIP_________/ ISIN__________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP CUSIP__________/ ISIN___________), or (ii) ¨ Regulation S Global Note (CUSIP _CUSIP_________/ ISIN_________), or (iii) ¨ Unrestricted Global Note (CUSIP__________/ ISIN__________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Constellation Oil Services Holding S.A. 0-00, Xxxxxx xx xx Xxxx X-0000 Xxxxxxxxxx Xxxxxxxxxx Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Attn: Constellation Oil Services Holding Administrator Re: 10.00% PIK / Cash Senior Secured Third Lien Notes due 2024 Reference is hereby made to the Indenture, dated as of [●], 2019 (the “Indenture”), between Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register under number B163424, the subsidiary guarantors from time to time party thereto, and Wilmington Trust, National Association, as trustee, paying agent, transfer agent and registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Arazi S.a r.l.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐144A Global Note ([CUSIP: ]), or (ii) ☐ Regulation S Global Note ([CUSIP: ]), or (b) ☐a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐144A Global Note ([CUSIP: ]), or (ii) ☐ Regulation S Global Note ([CUSIP: ])or (iii) ☐Unrestricted Global Note ([ ] [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. c/o APX Group, Inc. 0000 Xxxxx 000 Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Igor Fert Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: APX Group, Inc., Administrator Re: 6.75% Senior Secured Notes due 2027 Reference is hereby made to the Indenture, dated as of February 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among APX Group, Inc. (the “Issuer”), the Guarantors from time to time party thereto and the Trustee and Collateral Agent. _______________________ 1. The Transferor _ (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Vivint Smart Home, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in thethe [CHECK (i) OR (ii)]: (i) ☐ 144A Global Note (CUSIP __________[78454l AX8 / 78454L AY6]), or, (ii) ☐ Regulation S Global Note (CUSIP __________[U83067 AL9 / U83067 AM7]), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________[78454l AX8 / 78454L AY6]), or (ii) ☐ Regulation S Global Note (CUSIP __________[U83067 AL9 / U83067 AM7]), or (iii) ☐ Unrestricted Global Note (CUSIP [•]) or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. SM Energy Company 1700 Xxxxxxx Xxxxxx, Xxxxx 0000 Denver, Colorado 80203 Facsimile: (000) 000-0000 Attention: Chief Financial Officer U.S. Bank National Association 950 00xx Xxxxxx, 00xx Xloor Denver, Colorado 80202 Facsimile: (000) 000-0000 Attention: Global Corporate Trust Services Re: [6.750% Senior Notes due 2029] [7.000% Senior Notes due 2032] Reference is hereby made to the Indenture, dated as of July 25, 2024 (the “Indenture”), among SM Energy Company, a Delaware corporation (the “Company”) and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ [●] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (SM Energy Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) 144A Global Note (CUSIP __________[CUSIP: 68622T AA9] [ISIN: US68622TAA97]), or (ii) ☐ Regulation S Global Note (CUSIP __________[CUSIP: U6835W AA2] [ISIN: USU6835WAA28), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) 144A Global Note (CUSIP __________[CUSIP: 68622T AA9] [ISIN: US68622TAA97]), or (ii) ☐ Regulation S Global Note (CUSIP [CUSIP: U6835W AA2] [ISIN: USU6835WAA28), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Organon & Co. / Organon Finance 1 LLC 00 Xxxxxx Xxxxxx, 33rd Floor Jersey City, New Jersey 07302 Attention: Treasurer U.S. Bank Corporate Trust Services 000 Xxxxxxxx Xxx X 0xx Xxxxx, XXXX: Transfers Xx. Xxxx, MN 55107 Re: 4.125% Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of April 22, 2021 (the “Indenture”), among Organon Finance 1 LLC, with obligations to be assumed by Organon & Co., as Issuer, Organon Foreign Debt Co-Issuer B.V., as Co-Issuer, the Trustee, the Collateral Agent, the Paying Agent, the Transfer Agent and the Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

Appears in 1 contract

Samples: Indenture (Organon & Co.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated: _______________________ _ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities 1933 Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 144A Legend are not required in order to maintain compliance with the Securities 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 144A Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note; or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Quebecor Media Inc. 000 Xx-Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx Attention: Director, Legal Affairs Computershare Trust Company of Canada 0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Attention: Manager, Corporate Trust Services Facsimile No.: (000) 000-0000 Re: 7 3/8% Senior Notes due January 15, 2021 Reference is hereby made to the Indenture, dated as of January 5, 2011 (the “Indenture”), between Quebecor Media Inc., as issuer (the “Company”), and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Tronox Incorporated One Stamford Plaza 000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxxx Xxxx Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Tronox Administrator Re: 6.500% Senior Notes due 2026 Reference is hereby made to the Indenture dated as of April 6, 2018 (the “Indenture”) among Tronox Incorporated, a Delaware corporation (the “Issuer”), each of the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Tronox LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP __________CUSIP: 367398 AA2; ISIN: US367398AA27), or (ii) [ ] Regulation S Global Note (CUSIP __________CUSIP: U3702M AA1; ISIN: USU3702MAA19), or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP CUSIP: 367398 AA2; ISIN: US367398AA27), or (ii) [ ] Regulation S Global Note (CUSIP: CUSIP: U3702M AA1; ISIN: USU3702MAA19), or (iii) [ ] Unrestricted Global Note (CUSIP: [___]; ISIN: [___]), or (b) [ ] a Restricted Definitive Note; or (c) [ ] a Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C [FORM OF CERTIFICATE OF EXCHANGE] [ ] Xxxxxx Xxxxxxxxx U.S. Bank Trust Company, National Association Global Corporate Trust, CityPlace I 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Electronic Mail: xxxxxx.xxxxxxxxx@xxxxxx.xxx Reference is hereby made to the Indenture, dated as of June 4, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Gates Corporation, a Delaware corporation (the “Issuer”), the Guarantors named therein and U.S. Bank Trust Company, National Association, a national banking association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________)______ (the “Owner”) owns and proposes to exchange Note[s] or an interest in such Note[s], or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Gates Industrial Corp PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ________________________________________ [Insert Name of Transferor] By: ________________________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) £ a beneficial interest in the: (i) £ 144A Global Note (CUSIP __________), or (ii) £ Regulation S Global Note (CUSIP __________), or (iii) £ IAI Global Note (CUSIP _________); or (b) £ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) £ a beneficial interest in the: (i) £ 144A Global Note (CUSIP __________), or (ii) £ Regulation S Global Note (CUSIP __________), or (iii) £ IAI Global Note (CUSIP _________); or (iv) £ Unrestricted Global Note (CUSIP _________); or

Appears in 1 contract

Samples: Indenture (Centene Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________92922P AA4), or (ii) ¨ Regulation S Global Note (CUSIP __________U85254 AA5), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________92922P AA4), or (ii) ¨ Regulation S Global Note (CUSIP __________U85254 AA5), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C W&T Offshore, Inc. Nine Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxxx, Xxxxx 00000-0000 Re: $450,000,000 8.25% Senior Notes due 2014 (CUSIP ) Reference is hereby made to the Indenture, dated as of June 13, 2007 (the “Indenture”), among W&T Offshore, Inc., as issuer (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (W&t Offshore Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Columbus International Inc. Xxxxx 000-000 Xxxxxx Xxxxx Cr. Xxxxxxx & Palmetto Sts. Bridgetown Barbados, West Indies Facsimile No.: Attention: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 7E New York, New York 10286 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Services - Global Americas Re: 7.375% Senior Notes due 2021 Reference is hereby made to the Indenture, dated as of March 31, 2014 (the “Indenture”), among Columbus International Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Liberty Global PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (iv) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Coeur d’Xxxxx Xxxxx Corporation 000 Xxxxx Xxxxxx Xxxxx x’Xxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon [●] Re: 7.875% Senior Notes Due 2021 Reference is hereby made to the Indenture, dated as of January 29, 2013 (the “Indenture”), among Coeur d’Xxxxx Xxxxx Corporation, an Idaho corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Coeur D Alene Mines Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FirstCash, Inc. 0000 Xxxx 0xx Xxxxxx Xxxx Xxxxx, Xxxxx 00000 BOKF, NA 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Re: 5.625% Senior Notes due 2030 Reference is hereby made to the Indenture, dated as of December 13, 2021 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”), the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Firstcash, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ANNEX A TO EXHIBIT B 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP ___________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP ___________), or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C American Airlines, Inc. 0 Xxxxxxx Xxxxx Fort Worth, TX 76155 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Re: 7.25 % Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of February 15, 2023 (the “Indenture”), among American Airlines, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (American Airlines, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP __________[—]), (ii) ¨ Regulation S Temporary Global Note (CUSIP [—]), or (iiiii) ¨ Regulation S Permanent Global Note (CUSIP __________[—]), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP __________[—]), or (ii) ¨ Regulation S Global Note (CUSIP __________[—]), or

Appears in 1 contract

Samples: Indenture (Parsley Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (b) c a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (iii) c Unrestricted Global Note (CUSIP __________); or (b) c a Restricted Definitive Note; or (c) c an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Xxxx Macau, Limited Rua Cidade de Sintra NAPE Macau Attention: Xx. Xxxxx X. Schall Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Jacksonville, FL 32256 Attn: Transfer Department, Xxxx Macau – AT3335 Re: 4.875% Senior Notes due 2024 Reference is hereby made to the Indenture, dated as of September 20, 2017 (the “Indenture”), between Xxxx Macau, Limited, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _______), or (iii) ☐ IAI Global Note (CUSIP _______), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _______), or (iii) ☐ IAI Global Note (CUSIP _______); or (iv) ☐ Unrestricted Global Note (CUSIP _______); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. PIC AU Holdings LLC PIC AU Holdings Corporation 000 Xxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attn: Corporate Secretary Wilmington Trust, National Association Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: PIC AU Holdings Notes Administrator Facsimile: (000) 000-0000 Re: Co-Issuer Senior Secured Notes Reference is hereby made to the Indenture, dated as of January 29, 2021 (the “Indenture”), among PIC AU Holdings LLC, PIC AU Holdings Corporation and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Peabody Energy Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: /s/ Name: Title: DatedDate: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Edgen Mxxxxx Corporation 10000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. 10000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Corporate Trust Administration Telecopy: (000) 000-0000 Re: 8.75% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of October 16, 2012 (the “Indenture”), among Edgen Mxxxxx Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (EM Holdings LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Diamondback Energy, Inc. 000 Xxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer Xxxxx Fargo Bank, National Association, [as Trustee and Registrar – DAPS Reorg] MAC N9303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.625% Senior Notes due 2021 Reference is hereby made to the Indenture, dated as of September 18, 2013 (as amended, the “Indenture”), among Diamondback Energy, Inc., as issuer (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Diamondback Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) ❑ Unrestricted Global Note (CUSIP ); or (b) ❑ a Restricted Definitive Note; or (c) ❑ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sensata Technologies B.V. c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Attleboro, Massachusetts Facsimile No.: (000) 000-0000 Attention: Chief Administrative and Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxx Xxxxxx, 4th Floor East New York, NY 10286 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division Re: 4.875% Senior Notes due 2023 Reference is hereby made to the Indenture, dated as of April 17, 2013 (the “Indenture”), among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ (CUSIP ; ISIN ) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Xxxxxxx Industries, Inc. 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 U.S. Bank National Association as Trustee and Registrar 000 X. XxXxxxx Chicago, IL 60603 Fax: 000-000-0000 Re: 7.50% Senior Notes due 2027 Reference is hereby made to the Indenture, dated as of September 17, 2019 (the “Indenture”), among Xxxxxxx Industries, Inc., as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Patrick Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i1) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii2) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (bB) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________); or (iii) ¨ Unrestricted Global Note (CUSIP ); or (B) ¨ a Restricted Definitive Note; or (C) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Xxxxx Xxxxx International, Inc. c/o U.S. Bank Trust National Association as Trustee 00 Xxxxxxxx 00xx Xxxxx, Xxxxxxxxx Trust Division Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx CUSIP: Re: 8 7/8% Senior Subordinated Notes due 2013 Reference is hereby made to the Indenture, dated as of September 22, 2003 (the “Indenture”), orbetween Xxxxx Xxxxx International, Inc., a Florida corporation (the “Company”), the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Salant Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: NameBy:____________________________________Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: ASIA 33951818 B-3 (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) Unrestricted Global Note (CUSIP __________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ASIA 33951818 B-4 Xxxx Macau, Limited Avenida xx Xxxx Desportiva Cotai Macau SAR Attention: Xx. Xxxxx Xxxxxx Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Jacksonville, FL 32256 Attn: Transfer Department, Xxxx Macau – SF0965 Re: 5.500% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of June 19, 2020 (the “Indenture”), between Xxxx Macau, Limited, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CURO Group Holdings Corp. 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxx 00000 Attention: Chief Legal Officer TMI Trust Company, as Trustee and Registrar 0000 Xxxxxxxxx Xxxx NE, Suite 480 Atlanta, GA 30328 Attention: Xxxxx Xxxxxxxx Telephone No.: 000.000.0000 Re: 7.500% Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of July 30, 2021 (the “Indenture”), among CURO Group Holdings Corp., a Delaware corporation (the “Company”), the Guarantors and TMI Trust Company, as Trustee and as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. ☐ Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (CURO Group Holdings Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (A) OR (B)] (A) a beneficial interest in the: (i) 144A Global Note (CUSIP __________); or (ii) Regulation S Global Note (CUSIP __________); or (iii) IAI Global Note (CUSIP __________); or (B) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (A) a beneficial interest in the: (i) 144A Global Note (CUSIP __________); or (ii) Regulation S Global Note (CUSIP __________); or (iii) IAI Global Note (CUSIP __________); or (iv) Unrestricted Global Note (CUSIP __________); or (B) a Restricted Definitive Note; or (C) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE InSight Health Services Corp. 26250 Enterprise Court Suite 100 Lake Forest, CA 92630 Facsimile: 949-000-0000 Xxxxxxxxx: Xxxxxxx Xxxxxxx X.X. Xxxx Xxxxxxxl Associatiox Xxxxxxxxx Trust Services 100 Wall Street - Suite 1600 New York, NY 10005 Attention: Cheryl Clarxx Xx: Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Notes due 2000 Reference is hereby made to the Indenture, dated as of September 22, 2005 (the "Indenture"), among InSight Health Services Corp., a Delaware corporation (the "Company"), InSight Health Services Holdings Corp., a Delaware corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___ (the "Owner") owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount at maturity of $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, orthe Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (1) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (2) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner's own account without transfer, (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, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (3) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (4) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) 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] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note with an equal principal amount at maturity, the Owner hereby certifies (CUSIP 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 Company. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ----------------------------- EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR [________] Re: Senior Secured Floating Rate Notes due 2011 Reference is hereby made to the Indenture, dated as of September 22, 2005 (the "Indenture"), among InSight Health Services Corp., a Delaware corporation (the "Company") InSight Health Services Holdings Corp., a Delaware corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National Association, as trustee. 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) [ ] beneficial interest in a Global Note, or (b) [ ] a Restricted Definitive Note, we confirm that: 1. We understand that any subsequent transfer of the Notes 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 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. After We understand that the Transfer offer and sale of the Transferee 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 interest therein, we will hold:do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (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 to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company 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(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ---------------------------------------- [Insert Name of Accredited Investor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ EXHIBIT E FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of September 22, 2005 (the "Indenture") among InSight Health Services Corp. (the "Company"), InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the Indenture), and U.S. Bank National Association, as trustee (the "Trustee"), (a) ☐ a beneficial the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the: the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of 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 the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are (i) ☐ 144A Global Note expressly set forth in Article Eleven of the Indenture and (CUSIP ii) are secured to the extent set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Name of Guarantor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- E-1 EXHIBIT F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this "Supplemental Indenture"), dated as of __________)___, or (ii) ☐ Regulation S Global Note (CUSIP among __________________ (the "Guaranteeing Subsidiary"), ora subsidiary of InSight Health Services Corp. (or its permitted successor), a Delaware corporation (the "Company"), InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: Indenture (IMI of Arlington, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Wilmington Trust, National Association 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Re: 5.875% Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of October 31, 2013 (as amended or supplemented from time to time, the “Indenture”), among Calpine Corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP _CUSIP__________/ ISIN_________), or (ii) ☐ Regulation S Global Note (CUSIP CUSIP_________/ ISIN__________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP CUSIP__________/ ISIN___________), or (ii) ☐ Regulation S Global Note (CUSIP _CUSIP_________/ ISIN_________), or (iii) ☐ Unrestricted Global Note (CUSIP__________/ ISIN__________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Constellation Oil Services Holding S.A. 0-00, Xxxxxx xx xx Xxxx X-0000 Xxxxxxxxxx Xxxxxxxxxx Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Attn: Constellation Oil Services Holding Administrator Re: 10.00% PIK / Cash Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of [●], 2019 (the “Indenture”), between Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies’ Register under number B163424, the subsidiary guarantors from time to time party thereto, and Wilmington Trust, National Association, as trustee, paying agent, transfer agent and registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Arazi S.a r.l.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 10.500% Senior Notes due 2026 (CUSIP ) Reference is hereby made to the Indenture, dated as of November 2, 2018 (the “Indenture”), among Vector Group Ltd. as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Vector Group LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Eagle Energy Corporation 2000 X. Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Facsimile No.: 300-000-0000 Attention: Mxxxx Xxxxxx U.S. Bank National Association 5000 Xxx Xxxxxx Xxxxxx, 11th Floor Houston, Texas 77056 Facsimile No.: 700-000-0000 Attention: Corporate Trust Services Re: 11.0% Senior Secured Notes Due 2019 Reference is hereby made to the Indenture, dated as of August 27, 2014 (the “Indenture”), among American Eagle Energy Corporation, as issuer (the “Company”), the Guarantors party thereto, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (AMERICAN EAGLE ENERGY Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Apogent Technologies Inc. 00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxxx 00000. The Bank of New York 000 Xxxxxxx Xxxxxx, Floor 8 West New York, New York 10286 Re: 6½% Senior Subordinated Notes due 2013 (CUSIP ) Reference is hereby made to the Indenture, dated as of June 2, 2003 (the “Indenture”), among Apogent Technologies Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Neomarkers Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Susser Holdings, L.L.C. c/o Wilmington Trust SP Services, Inc. 0000 Xxxxx Xxxxxx Xxxxxx, Xxx. 0000 Xxxxxxxxxx, Xxxxxxxx 00000 The Bank of New York 000 Xxxxxxx Xxxxxx, 8W New York, New York 10286 (CUSIP ) Reference is hereby made to the Indenture, dated as of December 21, 2005 (the “Indenture”), among Stripes Acquisition LLC, a Delaware limited liability company (to be merged with and into Susser Holdings, L.L.C., a Delaware limited liability company) (the “Company”) and Susser Finance Corporation, a Delaware corporation (“SFC,” and, together with the Company, the “Issuers”), each of the Guarantors party hereto, and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note [s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Susser Holdings CORP)

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