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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Title 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Signet Jewelers LTD), Indenture (Sterling Jewelers LLC)

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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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 The ADT Corporation 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcThe ADT Corporation, a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (ADT, Inc.), Indenture (ADT, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) Unrestricted ¨ IAI Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ IAI Global Security (CUSIP ); or (civ) an ¨ Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales Global Security (the “Company”CUSIP ), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:; or

Appears in 2 contracts

Samples: Indenture (Eclipse Resources Corp), Indenture (Eclipse 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), ; or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 The ADT Corporation 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcThe ADT Corporation, a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (ADT Corp), Indenture (ADT 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance Tyco International plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxx 0000, Xxxxxxxx 0000 Xxxx Xxxx, Xxxxx, Cork, Ireland Attn: [ ] General Counsel [Address of Trustee] [Address] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Signet UK Finance Tyco International plc, a an Irish public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (the GuarantorsTyco SCA”), Tyco International Finance S.A., a Luxembourg company (“TIFSA”) and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and Insert date]][and the Board Resolution adopted [Insert date]][and the Officer’s Certificate dated as of [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of [ ]$ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Tyco International Finance S.A.), Indenture (Tyco International Finance S.A.)

¨ 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 The ADT Corporation 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcThe ADT Corporation, a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (ADT, Inc.), Indenture (ADT, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyCompany and the Guarantor. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Thermo Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: [ ] Xxxx X. Xxxxxxxxx [Trustee] [AddressAddress of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Thermo Xxxxxx Scientific (Finance plcI) B.V., a public private limited liability company incorporated under the laws of England and Wales The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), the guarantors party thereto Thermo Xxxxxx Scientific Inc., a Delaware company (the “GuarantorsGuarantor”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Thermo Fisher Scientific Inc.), Indenture (Thermo Fisher Scientific (Finance I) B.V.)

¨ 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), ; or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Videotron Ltd. 000 Xx. Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx London EC4N 6EU United Kingdom X0X 0X0 Xxxxxx Attention: [ ] [Trustee] [Address] Vice President, Legal Affairs Xxxxx Fargo Bank, National Association 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Services – Administrator Videotron Ltd. / Videotron Ltée Facsimile No.: (000) 000-0000 Re: [insert description of Securities] Ladies and Gentlemen5% Senior Notes due July 15, 2022 Reference is hereby made to the Indenture, dated as of March 14, 2012 (the “Indenture”), among Signet UK Finance plcVideotron Ltd., a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Subsidiary Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ US$ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 (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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name ___________________________ Name: Title 1. : Dated: _____________, ____ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) : [ ] 144A Global Security Note (CUSIP _________), or (ii) or [ ] Regulation S Global Security Note (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP _________); or (b) [ ] a Restricted Definitive SecurityNote. After the Transfer the Transferee will hold: [CHECK ONE] [ ] 144A Global Note (CUSIP ________), or [ ] Regulation S Global Note (CUSIP ________), or [ ] Unrestricted Global Note (CUSIP ________); or (c) or [ ] a Restricted Definitive Note; or [ ] an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionEXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Interface, Inc. 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, XX 00000 SunTrust Bank [address] Attn: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:Corporate Trust Department

Appears in 1 contract

Samples: Indenture (Interface 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 NRG Energy, Inc. 900 Xxxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Houston, TX 77002 Attention: [ ] [Trustee] [Address] General Counsel Deutsche Bank Trust Company Americas 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 SF3599 Facsimile: (000) 000-0000 Re: [insert description of Securities] Ladies and Gentlemen, 7.000% Senior Secured First Lien Notes due 2033 Reference is hereby made to the Supplemental Indenture, dated as of March 9, 2023 (the “Indenture”), among Signet UK Finance plcNRG Energy, a public limited company incorporated under the laws of England and Wales Inc., as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and , a Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security Debenture will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Debentures or Restricted Definitive Securities Debentures and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) 144A Global Security ¨ 000X Xxxxxx Xxxxxxxxx (CUSIP _________), or (ii) ¨ Regulation S Global Security Debenture (CUSIP _________), or (iii) ¨ IAI Global Debenture (CUSIP _________); or (b) ¨ a Restricted Definitive SecurityDebenture. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) 144A Global Security ¨ 000X Xxxxxx Xxxxxxxxx (CUSIP _________), or (ii) ¨ Regulation S Global Security Debenture (CUSIP _________), or (iii) ¨ IAI Global Debenture (CUSIP _________); or (iv) ¨ Unrestricted Global Security Debenture (CUSIP _________); or (b) ¨ a Restricted Definitive SecurityDebenture; or (c) ¨ an Unrestricted Definitive SecurityDebenture, in accordance with the terms of the Indenture. Signet UK Finance plc Broadwing Corporation 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx Xxxxxx, XX 00000 X.X. Xxxxxx Trust Company, National Association 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxx, Suite 1150 Houston, TX 77002 Attn: [ ] [Trustee] [Address] Corporate Trust Department Re: [insert description of Securities] Ladies and Gentlemen, 3.125% Convertible Senior Debentures due 2026 Reference is hereby made to the Indenture, dated as of May 16, 2006 (the “Indenture”), among Signet UK Finance plcBroadwing Corporation, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and X.X. Xxxxxx Trust Company, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to transfer exchange the Security Debenture[s] or Securities or interest[s] interest in such Security or Securities Debenture[s] specified herein, in the principal amount of $ $____________ in such Security Debenture[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Broadwing 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), ; or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 The ADT Corporation 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcThe ADT Corporation, a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: ___________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Xxtention: General Counsel Delaware Trust Company 251 Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Xxtention: [ ] [Trustee] [Address] Corporate Trust Department Re: [insert description of Securities] Ladies and Gentlemen, 3.750% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Signet UK Finance plcClearway Energy Operating LLC, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and , a Delaware Trust Company, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Clearway 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Prime Security Services Borrower, LLC and Prime Finance plc 000 Inc. c/o ADT Inc. 1500 Xxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9300-070 600 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxxxxxxx, XX 00000 Email: [ ] [Trustee] [Address] XXXXXxxxx@xxxxxxxxxx.xxx Phone: (000) 000-0000 Fax: (000) 000-0000 Re: [insert description of Securities] 5.250% First-Priority Senior Secured Notes due 2024 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of April 4, 2019, by and among Signet UK Finance plcPrime Security Services Borrower, LLC, a public Delaware limited liability company incorporated under the laws of England and Wales (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and •]][and the Board Resolution adopted [•]] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $[•] in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Transocean Guardian Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx X.X. Xxx 00000 Xxxxxx Xxxxxxx, XX-0000 Xxxxxxxxx: President Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx, 0xx Xxxxx MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: [ ] [Trustee] [Address] 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 5.875% Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of July 13, 2018 (the “Indenture”), among Signet UK Finance plcTransocean Guardian Limited, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Other Note Parties party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that: 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security 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 Security 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 Security 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 (Transocean 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) o a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP [ ] [ ]), or (ii) ¨ Regulation S Global Security Note (CUSIP [ ] [ ]), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP [ ] [ ]), or (ii) ¨ Regulation S Global Security Note (CUSIP [ ] [ ]), or (iii) ¨ Unrestricted Global Security Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Laureate Education, Inc. 000 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxx 00000 Fax No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] General Counsel Xxxxx Fargo Bank, National Association, as Trustee — DAPS REORG 000 Xxxxx 0xx Xx. — 7th FL MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 Attention: Laureate Education Administrator Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, Replacement Senior Notes due 2019 Reference is hereby made to the Indenture, dated as of April 21, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2017 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among Laureate Education, Inc., the Guarantors named therein and 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Laureate Education, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Prime Security Services Borrower, LLC and Prime Finance plc Inc. c/o ADT Inc. 0000 Xxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9300-070 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxxxxxxx, XX 00000 Email: [ ] [Trustee] [Address] XXXXXxxxx@xxxxxxxxxx.xxx Phone: (000) 000-0000 Fax: (000) 000-0000 Re: [insert description of Securities] 5.750% First-Priority Senior Secured Notes due 2026 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of April 4, 2019, by and among Signet UK Finance plcPrime Security Services Borrower, LLC, a public Delaware limited liability company incorporated under the laws of England and Wales (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [●]][and the Board Resolution adopted [●]] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $[●] in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Companybenefit. Dated: ---------------------------------------- [Insert Name of Transferor] By: Name ------------------------------------- Name: Title: Dated: ----------------------------- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)ONE] (a) |_| a beneficial interest in the Restricted 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 |_| Restricted Global Security Note (CUSIP ), or; or --------- (ii) Regulation S |_| Unrestricted Global Security Note (CUSIP ), or; or --------- (b) |_| a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive SecurityNote; or (c) |_| an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 EXHIBIT B FORM OF CERTIFICATE OF EXCHANGE Edison Mission Energy 00000 Xxx Xxxxxx Xxxxxx London EC4N 6EU Suite 1700 Irvine, California 92612 United Kingdom Attention: [ ] [Trustee] [Address] States Trust Company of New York 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [insert description of Securities] Ladies and Gentlemen9.875% SENIOR NOTES DUE APRIL 15, 2011 -------------------------------------- (CUSIP ____________) Reference is hereby made to the Indenture, dated as of April 5, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2001 (the “Company”"INDENTURE"), the guarantors party thereto between Edison Mission Energy, as issuer (the “Guarantors”) "COMPANY"), and , a United States Trust Company of New York, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”"OWNER") owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”"EXCHANGE"). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Edison Mission Energy)

¨ 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: _______________________________ ________________________________ [Insert Name of Transferor] By:__________________________________ Name: Name Title: DTC Participant No. _________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), ; or (ii) Regulation S Global Security (CUSIP __________), or ; or [ ] (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), ; or (ii) Regulation S Global Security (CUSIP __________), ; or (iii) Unrestricted Global Security (CUSIP __________); or or [ ] (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Ford Motor Credit 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF Dated: Endo Pharmaceuticals Holdings Inc. 000 Xxxx Xxxxxxxxx Xxxxxx Xxxx, XX 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (a000) OR 000-0000 Facsimile No.: (b)] (a000) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention000-0000 Email: [ ] [Trustee] [Address] XXXXXxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 7.00% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of November 23, 2010 (the “Indenture”), among Signet UK Finance plcEndo Pharmaceuticals Holdings Inc., a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo Pharmaceuticals 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a ¨a beneficial interest in the: (i) 144A ¨144A Global Security Note (CUSIP ), or (ii) Regulation ¨Regulation S Global Security Note (CUSIP ), or (iii) ¨IAI Global Note (CUSIP ); or (b) a ¨a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a ¨a beneficial interest in the: (i) 144A ¨144A Global Security Note (CUSIP ), or (ii) Regulation ¨Regulation S Global Security Note (CUSIP ), or (iii) Unrestricted ¨IAI Global Security Note (CUSIP ); or (iv) ¨Unrestricted Global Note (CUSIP ); or (b) a ¨a Restricted Definitive SecurityNote; or (c) an ¨an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] X&X Equipment Services, Inc. 00000 Xxxx Xxxx, Suite 200 Baton Rouge, LA 70816 The Bank of New York Mellon Trust Company, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Re: [insert description of Securities] Ladies and Gentlemen, 7% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of August 20, 2012 (the “Indenture”), among Signet UK Finance plcH&E Equipment Services, a public limited company incorporated under the laws of England and Wales Inc., as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (H&E Equipment 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) o a beneficial interest in the: (i) o 144A Global Security Note (CUSIP ), or (ii) o Regulation S Global Security Note (CUSIP ), ; or (b) o a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Security Note (CUSIP ), or (ii) o Regulation S Global Security Note (CUSIP ), or (iii) o Unrestricted Global Security Note (CUSIP ); or (b) o a Restricted Definitive SecurityNote; or (c) o an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 B-4 EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Vidéotron Ltée 300 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom East Montréal Québec H2X 3W4 Canada Attention: [ ] [Trustee] [Address] Director, Legal Affairs Xxxxx Fargo Bank Minnesota, N.A. 210 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Xttention: Corporate Trust Services Facsimile No.: (000) 000-0000 Re: [insert description of Securities] Ladies and Gentlemen67/8% Senior Notes due January 15, 2014 Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Signet UK Finance plcVidéotron Ltée, a public limited company incorporated under the laws of England and Wales as issuer (the "Company"), the guarantors Subsidiary Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank Minnesota, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the "Owner") owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ US$ in such Security Note[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor 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) o 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) o Check if Exchange is from beneficial interest in a

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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) o a beneficial interest in the: (i) o 144A Global Security (CUSIP ), or (ii) o Regulation S Global Security (CUSIP ), or (b) o a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Security (CUSIP ), or (ii) o Regulation S Global Security (CUSIP ), or (iii) o Unrestricted Global Security (CUSIP ); or (b) o a Restricted Definitive Security; or (c) o an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Marriott Vacations Worldwide Corporation 0000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Xxxxx X Xxxxxx, XX U.S. Bank National Association 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxx, XX 00000 Email: Xxxxxxx.Xxxx0@xxxxxx.xxx Attention: Xxxxxxx X. Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcMarriott Vacations Worldwide Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer and exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE 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 Security Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP _________), or (ii) Regulation S Global Security Note (CUSIP _________), ; or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP _________), or (ii) Regulation S Global Security Note (CUSIP _________), or (iii) Unrestricted Global Security Note (CUSIP _________); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Sensata Technologies B.V. c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] ReChief Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: [insert description of Securities] Ladies and Gentlemen, (000) 000-0000 Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of March 29, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2021 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer exchange the Security Note[s] or Securities or interest[s] interests in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ (CUSIP ____________; ISIN ____________) in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Eldorado Resorts LLC / Eldorado Capital Corp. 000 X. Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] Xxxx, XX 00000 [Trustee] [AddressRegistrar address block] Re: [insert description of Securities] Ladies and Gentlemen, 8.625% Senior Secured Notes due 2019 Reference is hereby made to the Indenture, dated as of April 15, 2011 (the “Indenture”), among Signet UK Finance plcEldorado Resorts LLC and Eldorado Capital Corp., a public limited company incorporated under the laws of England and Wales each as issuer (together, the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and thereto, a U.S. Bank National Association, as trustee (the “Trustee”) [and Capital One, N.A., as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (NGA Holdco, 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 903 144 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyCompany and the Guarantor. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: , 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) o a beneficial interest in the: (i) 144A a Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP [ ]), or (b) o a Restricted Definitive SecuritySecurity (CUSIP [ ]). 2. After the transfer Transfer the Transferee will hold:: [CHECK ONE] (a) o a beneficial interest in the: (i) 144A a Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP [ ]); or (b) o a Restricted Definitive SecuritySecurity (CUSIP [ ]); or (c) o an Unrestricted Definitive SecuritySecurity (CUSIP [ ]), in accordance with the terms of the Indenture. Signet UK Finance plc Xxxxxx Industries, Inc. 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: General Counsel Wilmington Trust Company Xxxxxx Square North 0000 X. Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxxx, Xxxxxxxx 00000 Attention: [ ] [Trustee] [Address] Xxxxxxxx X. Xxxxx Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxx Re: [insert description of Securities] Ladies and Gentlemen, 5.0% Senior Notes due 2020 CUSIP 629568 AU01 CUSIP U6295Y AC72 Reference is hereby made to the Indenture, dated as of September 14, 2010 (the “Indenture”), among Signet UK Finance plcXxxxxx Industries, a public limited company incorporated under the laws of England and Wales Inc., as issuer (the “Company”), the guarantors party thereto Xxxxxx Industries Ltd., as guarantor (the “GuarantorsGuarantor) and ), a Wilmington Trust Company, as trustee (the “Trustee”) [trustee, and Citibank, N.A., as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)securities administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Security[ies] or Securities or interest[s] beneficial interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY: (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a 1 For Securities sold in reliance on Rule 144A. 2 For Securities sold in reliance on Regulation S. Restricted Global Security for a beneficial interest in an Unrestricted Global Security 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 Securities 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 Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States. (b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive Security 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 Securities 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 Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States. (c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, 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 Securities 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. (d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner’s Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security 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 Securities 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 Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES: (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security 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 Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act. (b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK ONE] o 144A Global Security or o Regulation S Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities 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 Security and in the Indenture and the Securities Act.

Appears in 1 contract

Samples: Indenture (Nabors Industries 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: , 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), ; or (ii) ¨ Regulation S Global Security Note (CUSIP ), ; or (b) ¨ a Restricted Definitive Security.Note; or 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), ; or (ii) ¨ Regulation S Global Security Note (CUSIP ), ; or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Windstream Regatta Holdings, Inc. 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx Xxxxxxx Xxxxxx, Xxxx 00000 Attention: [ ] [Trustee] [Address] General Counsel Xxxxx Fargo Bank, N.A. Corporate Trust Services MAC X0000-000 Xxxxx & Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Regatta Account Manager Re: [insert description of Securities] Ladies and Gentlemen, 11.00% Senior Subordinated Notes due 2017 (CUSIP ) Reference is hereby made to the Indenture, dated as of , November 30,2007 (the “Indenture”), among Signet UK Finance plcWindstream Regatta Holdings, a public limited company incorporated under the laws of England and Wales Inc. (the “Company”), the guarantors party thereto (the “Guarantors”) named therein and Xxxxx Fargo Bank, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 (Local Insight Yellow Pages, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ____________), or (ii) Regulation S Global Security (CUSIP ____________), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), or (ii) Regulation S Global Security (CUSIP CUSIP__________), or (iii) Unrestricted Global Security (CUSIP CUSIP__________); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:Transocean Phoenix 2 Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx

Appears in 1 contract

Samples: Indenture (Transocean 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP [●]), or (ii) Regulation S Global Security Note (CUSIP [●]), or (iii) AI Global Note (CUSIP _________); or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP [●]), or (ii) Regulation S Global Security (CUSIP Note [●]), or (iii) AI Global Note (CUSIP _________); or (iv) Unrestricted Global Security Note (CUSIP [●]); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc ION Geophysical Corporation 0000 XxxxXxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: [ ] [Trustee] [Address] General Counsel Wilmington Savings Fund Society, FSB, as Trustee and Registrar 000 Xxxxxxxx Xxx Wilmington, DE 19801 Facsimile No.: 000-000-0000 Attention: Corporate Trust - ION Geophysical Corporation Re: [insert description of Securities] Ladies and Gentlemen, 9.125% Senior Secured Second Priority Notes Due 2021 Reference is hereby xxxxxx made to the Indenture, dated as of April 28, 2016 (the “Indenture”), among Signet UK Finance plcION Geophysical Corporation, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and thereto, a Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) [trustee, and Wilmington Savings Fund Society, FSB, as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Ion Geophysical 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 GC Impsat Holdings I Plc 0 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxx XX0 0XX, Xxxxxx Xxxxxxx Attention: [ ] [Trustee] [Address] General Counsel Xxxxx Fargo Bank, National Association Corporate Trust Services Sixth St. and Marquette Ave., MAC X0000-000 Xxxxxxxxxxx, XX 00000 Attention: GC Impsat Administrator Facsimile: (000) 000-0000 Re: [insert description of Securities] Ladies and Gentlemen, 9.875% Senior Notes due 2017 (CUSIP ) Reference is hereby made to the Indenture, dated as of February 14, 2007 (the “Indenture”), among Signet UK Finance plcbetween GC Impsat Holdings I Plc, a public limited company incorporated organized under the laws of England and Wales Wales, as issuer (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (trustee, and upon consummation of the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (togetherMerger, the “Indenture”)Guarantors. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Global Crossing 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Marriott Vacations Worldwide Corporation 0000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Xxxxx X Xxxxxx, XX U.S. Bank National Association 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxx, XX 00000 Email: Xxxxxxx.Xxxx0@xxxxxx.xxx Attention: Xxxxxxx X. Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcMarriott Vacations Worldwide Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer and exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ____________), or (ii) Regulation S Global Security (CUSIP ____________), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), or (ii) Regulation S Global Security (CUSIP CUSIP__________), or (iii) Unrestricted Global Security (CUSIP CUSIP__________); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Transocean Proteus Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx X.X. Xxx 00000 Xxxxxx Xxxxxxx, XX-0000 Xxxxxxxxx: President Xxxxx Fargo Bank, National Association 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom X. Xxxxx Xxxx Xxxxx Suite 1750 MAC T9263-170 Xxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Corporate, Municipal & Escrow Services Re: [insert description of Securities] Ladies and Gentlemen, 6.25% Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of December 8, 2016 (the “Indenture”), among Signet UK Finance plcTransocean Proteus Limited, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Other Note Parties party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Transocean 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 Security will Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name:Title: Dated: ________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _____), or (ii) ¨ Regulation S Global Security Note (CUSIP _____), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _____), or (ii) ¨ Regulation S Global Security Note (CUSIP _____), or (iii) ¨ Unrestricted Global Security Note (CUSIP _____); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxxxx Communities, Inc. 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 0000 Scottsdale, Arizona 85251 U.S. Bank National Association Global Corporate Trust Services Mailcode: EP-MN-WS3C 00 Xxxxxxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionSt. Xxxx, MN 55107-2292 Attn: [ ] [Trustee] [Address] Xxxxxx Xxxxxxxx Administrator Telephone No.:(000) 000-0000 Fax No.: (000) 000-0000 Email: xxxx.xxxxxxxx@xxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 5.75% Senior Notes due 2028 (CUSIP _____) Reference is hereby made to the Indenture, dated as of August 1, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2019 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among Xxxxxx Xxxxxxxx Communities, Inc., a Delaware corporation (the “Issuer”), 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $_____ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Taylor Morrison Home 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP ), or (ii) Regulation S Global Security Note (CUSIP ), or (iii) IAI Global Note (CUSIP ), or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP ), or (ii) Regulation S Global Security Note (CUSIP ), or (iii) IAI Global Note (CUSIP ), or (iv) Unrestricted Global Security Note (CUSIP ); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc American Airlines Group Inc. 4300 Xxxx Xxxxxx Boulevard Mail Drop 5662 Foxx Xxxxx, Xxxxx 00000 Wilmington Trust, National Association 240 Xxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Xxxxxxxx, Xxxxxxxxxxx 00000 Re: [insert description of Securities] Ladies and Gentlemen, 4.625% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of March 5, 2015 (the “Indenture”), among Signet UK Finance plcAmerican Airlines Group Inc., a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and Wilmington Trust, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 The ADT Corporation 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcThe ADT Corporation, a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ______), or (ii) Regulation S Global Security (CUSIP ______), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ______), or (ii) Regulation S Global Security (CUSIP ______), or (iii) Unrestricted Global Security (CUSIP ______); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Applied Materials, Inc. 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom P.O. Box 58039 Santa Clara, California 95052 Attention: [ ] [Trustee] [Address] Treasurer The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxx Suite 6200B, Floor 62, Mailbox #44 Chicago, Illinois 60606 Attention: Corporate Trust Administration – Xxxx Xxxxx, Xx. Email: xxxx.xxxxxxx@xxxxxxxxx.xxx Telephone: 000-000-0000 Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of [•], between Applied Materials, among Signet UK Finance plcInc., a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a The Bank of New York Mellon, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ______][and the Board Resolution adopted ______] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $______ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Applied Materials Inc /De)

¨ 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Marriott Vacations Worldwide Corporation 0000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Xxxxx X Xxxxxx, XX U.S. Bank National Association 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxx, XX 00000 Email: Xxxxxxx.Xxxx0@xxxxxx.xxx Attention: Xxxxxxx X. Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcMarriott Vacations Worldwide Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, a , national banking association organized and existing under the laws of the United States as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer and exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ____________), or (ii) Regulation S Global Security (CUSIP ____________), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), or (ii) Regulation S Global Security (CUSIP CUSIP__________), or (iii) Unrestricted Global Security (CUSIP CUSIP__________); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Transocean Sentry Limited c/o Transocean Inc. 36c Xx. Xxx’x Drive Bermuda House, 4th Floor Xxxxxx Town, Grand Cayman Cayman Islands, KY1-1003 Attention: President Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx, 0xx Xxxxx MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: [ ] [Trustee] [Address] 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 5.375% Senior Secured Notes due 2023 Reference is hereby made to the Indenture, dated as of May 24, 2019 (the “Indenture”), among Signet UK Finance plcTransocean Sentry Limited, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Other Note Parties party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that: 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security (a) □ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security 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 Security 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 Security 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 (Transocean 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name ------------------------------------- Name: Title 1. : Dated: -------------, -------- ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) : [ ] 144A Global Security Note (CUSIP _________), or (ii) or [ ] Regulation S Global Security Note (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP _________); or (b) [ ] a Restricted Definitive SecurityNote. After the Transfer the Transferee will hold: [CHECK ONE] [ ] 144A Global Note (CUSIP ________), or [ ] Regulation S Global Note (CUSIP ________), or [ ] Unrestricted Global Note (CUSIP ________); or (c) or [ ] a Restricted Definitive Note; or [ ] an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Interface, Inc. 2859 Paces Ferry Road Suite 2000 Atlanta, GA 30339 First Union Nationxx Xxxx 0000 Xxxxx Xxxxx Xxxxx 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxxxxx Xxxxxt N.E. Atlanta, Georgia 30300 Xxxx: [ ] [Trustee] [Address] ReXxxxxxxxx Xxxxt Xxxxxxxxxx Xx: [insert description of Securities] Ladies and Gentlemen, 00.000% Xxxxxr Notes due 2010 Reference is hereby made to the Indenture, dated as of January 17, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2002 (the “Company”"Indenture"), the guarantors party thereto between Interface, Inc., as issuer (the "Company"), certain Subsidiaries of the Company as Guarantors”) , and , a First Union National Bank, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , ____________ (the "Owner") owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor 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.

Appears in 1 contract

Samples: Indenture (Interface 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ____________), or (ii) Regulation S Global Security (CUSIP ____________), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), or (ii) Regulation S Global Security (CUSIP CUSIP__________), or (iii) Unrestricted Global Security (CUSIP CUSIP__________); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Transocean Pontus Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx X.X. Xxx 00000 Xxxxxx Xxxxxxx, XX-0000 Xxxxxxxxx: President Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx, 0xx Xxxxx MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: [ ] [Trustee] [Address] 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 6.125% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of July 20, 2018 (the “Indenture”), among Signet UK Finance plcTransocean Pontus Limited, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Other Note Parties party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Transocean 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 applicable 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend applicable legend printed on the Restricted Global Securities or Restricted Definitive Certificated Securities and in the Indenture. 4. ¨ Check if Transfer is to the Company or any of its Subsidiaries. The transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyCompany and the Guarantors. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) 144A ¨ Global Security offered and sold pursuant to Rule 144A (CUSIP ), or (ii) ¨ Global Security offered and sold pursuant to Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Certificated Security. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) 144A ¨ Global Security offered and sold pursuant to Rule 144A (CUSIP ), or (ii) ¨ Global Security offered and sold pursuant to Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Certificated Security; or (c) ¨ an Unrestricted Definitive Certificated Security, in accordance with the terms of the Indenture. Signet UK Anheuser-Xxxxx InBev Finance plc Inc. attn: Treasurer 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 XXX Anheuser-Xxxxx InBev XX/XX Xxxxxxxxxxxxxx 0, 0000 Xxxxxx, Xxxxxxx The Bank of Securities] Ladies and GentlemenNew York Mellon Trust Company, N.A. 000 Xxxxxxxxxx Xxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000, XXX Reference is hereby made to the Indenture, dated as of January 25, 2016 (as supplemented to the date hereof, the “Indenture”), among Signet UK Anheuser-Xxxxx InBev Finance plcInc., a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors party thereto Anheuser-Xxxxx InBev SA/NV, as parent guarantor (the “GuarantorsParent Guarantor) ), the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] beneficial interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Anheuser-Busch InBev S.A.)

¨ 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _________), or (ii) ¨ Regulation S Global Security Note (CUSIP _________), ; or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _________), or (ii) ¨ Regulation S Global Security Note (CUSIP _________), or (iii) ¨ Unrestricted Global Security Note (CUSIP _________); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Sensata Technologies B.V. c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] ReChief 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.: [insert description of Securities] Ladies and Gentlemen, (000) 000-0000 Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of May 12, 2011 (the “Indenture”), among Signet UK Finance plcSensata Technologies B.V., a public private company with limited company liability incorporated under the laws of England and Wales the Netherlands, as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ (CUSIP ; ISIN ) in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sensata Technologies B.V.)

¨ 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP CUSIP), or (ii) ¨ Regulation S Global Security (CUSIP CUSIP), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP CUSIP), or (ii) ¨ Regulation S Global Security (CUSIP CUSIP), or (iii) ¨ Unrestricted Global Security (CUSIP CUSIP); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Tyco International Finance plc 000 S.A. 00, Xxxxxx Xxxxxx London EC4N 6EU United Kingdom xx xx Xxxxx-Xxxxx X-0000 Xxxxxxxxxx, Xxxxxxxxxx Attention: [ ] The Managing Directors [Address of Trustee] [Address] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Signet UK Tyco International Finance plcS.A., a public limited Luxembourg company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto Tyco International plc, an Irish public limited company (the GuarantorsParent) and ), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of [ ]$ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (TYCO INTERNATIONAL 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: _____________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) q beneficial interest in the: (i) q 144A Global Note (CUSIP _____), or (ii) q Regulation S Global Note (CUSIP _____), or (iii) q IAI Global Note (CUSIP _____); or (b) q a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) q a beneficial interest in the: (i) q 144A Global Security Note (CUSIP _____), or (ii) q Regulation S Global Security Note (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP _____), or (iii) q IAI Global Note (CUSIP _____); or (iv) q Unrestricted Global Security Note (CUSIP _____); or (b) q a Restricted Definitive SecurityNote; or (c) q an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc American Woodmark Corporation 0000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Xxxxx Fargo Bank, National Association as Trustee and Registrar - DAPS Reorg 000 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxx, 0xx Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: [ ] [Trustee] [Address] 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 4.875% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of February 12, 2018 (the “Indenture”), among Signet UK Finance plcAmerican Woodmark Corporation, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors from time to time party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , _______ (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ ________________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (American Woodmark 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the Afterthe transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Tyco International Finance plc 000 S.A. 00, Xxxxxx Xxxxxx London EC4N 6EU United Kingdom xx xx Xxxxx-Xxxxx X-0000 Xxxxxxxxxx, Xxxxxxxxxx Attention: [ ] The Managing Directors [Address of Trustee] [Address] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Signet UK Tyco International Finance plcS.A., a public limited Luxembourg company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto Tyco International plc, an Irish public limited company (the GuarantorsParent) and ), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of [ ]$ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (TYCO INTERNATIONAL 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: ___________________________________________ [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ______), or (ii) Regulation S Global Security (CUSIP ______), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ______), or (ii) Regulation S Global Security (CUSIP ______), or (iii) Unrestricted Global Security (CUSIP ______); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Applied Materials, Inc. 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:Xxxxxx

Appears in 1 contract

Samples: Indenture (Applied Materials Inc /De)

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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 Security Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP _________), or (ii) Regulation S Global Security Note (CUSIP _________), ; or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP _________), or (ii) Regulation S Global Security Note (CUSIP _________), or (iii) Unrestricted Global Security Note (CUSIP _________); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] ReChief Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: [insert description of Securities] Ladies and Gentlemen, (000) 000-0000 Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of August 17, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2020 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among Sensata Technologies, Inc., a Delaware corporation, 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 transfer exchange the Security Note[s] or Securities or interest[s] interests in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ (CUSIP ____________; ISIN ____________) in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyPartnership. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Xxxxxx, Xxxxx 00000 U.S. Bank National Association 0000 Xxx Xxxxxx, Suite 1050 Houston, Texas 77057 Re: [insert description fill in full title of Securitiessecurities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted [ ] (together, the “Indenture”), among Energy Transfer Partners, L.P., as issuer (the “Partnership”), the Guarantors party thereto and U.S. Bank National Association (as successor to Wachovia 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (Energy Transfer Partners, 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom GASTAR EXPLORATION USA, INC. 0000 Xxxxx Xxxxxx, Suite 650 Houston, Texas 77010 Attention: [ ] [Trustee] [Address] Chief Financial Officer Xxxxx Fargo Bank, National Association 000 X. Xxxxx Xxxx Xxxxx, Suite 1750 MAC T9263-170 Xxxxxx, Xxxxx 00000 Attention: Corporate, Municipal & Escrow Services Re: [insert description of Securities] Ladies and Gentlemen, 8 5/8% Senior Secured Notes due 2018 Reference is hereby made to the Indenture, dated as of May 15, 2013 (the “Indenture”), among Signet UK Finance plcGastar Exploration USA, a public limited company incorporated under the laws of England and Wales Inc., as issuer (the “Company”), the guarantors Subsidiary Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Gastar Exploration USA, 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 Security Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Bonds or Restricted Definitive Securities Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: _____________________________________ [Insert Name of Transferor] By: Name Title__________________________________ Name: Title Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), Bond or (ii) Regulation S Permanent Global Security Bond, or (CUSIP )iii) Regulation S Temporary Global Bond, or (b) a Restricted Definitive SecurityBond. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP )Bond, or (ii) Regulation S Permanent Global Security (CUSIP )Bond, or (iii) Regulation S Temporary Global Bond, or (iv) Unrestricted Global Security (CUSIP )Bond; or (b) a Restricted Definitive SecurityBond; or (c) an Unrestricted Definitive SecurityBond, in accordance with the terms of the Indenture. Signet UK Finance plc The Peoples Gas Light and Coke Company 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Xxxx Xxxxxxxx Xxxxx Chicago, Illinois 60601 U.S. Bank National Association U.S. Bank Trust Center 000 Xxxx Xxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxx, Minnesota 55101 Re: [insert description of Securities] Ladies 4% First and GentlemenRefunding Mortgage Bonds, Series MM-1 due March 1, 2010 Reference is hereby made to the Indenture, Supplemental Indenture dated as of February 15, 2003, among Signet UK Finance plcbetween The Peoples Gas Light and Coke Company, a public limited company incorporated under the laws of England and Wales as issuer (the "Company”), the guarantors party thereto (the “Guarantors”") and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer exchange the Security Bond[s] or Securities or interest[s] interest in such Security or Securities Bond[s] specified herein, in the principal amount of $ $____________ in such Security Bond[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (Peoples 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Prime Security One MS, Inc. c/o Prime Security Services Borrower, LLC 0000 Xxxxxxx Xxxx Romeoville, IL 60446 Xxx Xxxx, Xxx Xxxx 00000 Attention: [ [Treasury Department] [Trustee] [Address] Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 6th and Xxxxxxxxx Xxx. Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Re: [insert description of Securities] 4.875% First-Priority Senior Secured Notes due 2032 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of May 2, 2016, among Signet UK Finance plcby and between Prime Security One MS, Inc., a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and •]][and the Board Resolution adopted [•]] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $[•] in such Security or Securities or interest[s] (the interest[s](the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc The ADT Security Corporation c/o ADT Inc. 0000 Xxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9300-070 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxx, 0xx Xxxxx Xxxxxxxxxxx, XX 00000 Email: [ ] [Trustee] [Address] XXXXXxxxx@xxxxxxxxxx.xxx Phone: (000) 000-0000 Fax: (000) 000-0000 Re: [insert description of Securities] 4.125% First-Priority Senior Secured Notes due 2029 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of July 29, 2021, by and among Signet UK Finance plcThe ADT Security Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “CompanyIssuer”), the guarantors Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [●]][and the Board Resolution adopted [●]] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $[●] in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Bonds or Restricted Definitive Securities Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: ____________________________ [Insert Name of Transferor] By: Name ________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), Bond or (ii) Regulation S Permanent Global Security Bond, or (CUSIP )iii) Regulation S Temporary Global Bond, or (b) a Restricted Definitive SecurityBond. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP )Bond, or (ii) Regulation S Permanent Global Security (CUSIP )Bond, or (iii) Regulation S Temporary Global Bond, or (iv) Unrestricted Global Security (CUSIP )Bond; or (b) a Restricted Definitive SecurityBond; or (c) an Unrestricted Definitive SecurityBond, in accordance with the terms of the Indenture. Signet UK Finance plc The Peoples Gas Light and Coke Company 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Xxxx Xxxxxxxx Xxxxx Chicago, Illinois 60601 U.S. Bank National Association U.S. Bank Trust Center 000 Xxxx Xxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxx, Minnesota 55101 Re: [insert description of Securities] Ladies 4.625% First and GentlemenRefunding Mortgage Bonds, Series NN-1 due May 1, 2013 Reference is hereby made to the Indenture, Supplemental Indenture dated as of April 15, 2003, among Signet UK Finance plcbetween The Peoples Gas Light and Coke Company, a public limited company incorporated under the laws of England and Wales as issuer (the "Company”), the guarantors party thereto (the “Guarantors”") and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer exchange the Security Bond[s] or Securities or interest[s] interest in such Security or Securities Bond[s] specified herein, in the principal amount of $ $____________ in such Security Bond[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (Peoples 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 B-3 terms of the Indenture, the transferred beneficial interest or Definitive Security Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP ___________), or (ii) Regulation S Global Security Note (CUSIP ____________), ; or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP __________), or (ii) Regulation S Global Security Note (CUSIP _________), or (iii) Unrestricted Global Security Note (CUSIP _________); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] ReChief Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Email: [insert description of Securities] Ladies and Gentlemen, xxx.xxxxxxxxx.xxxx.xxxx@xxxxxxxxx.xxx Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of June 6, 2024 (as amended, among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as modified and/or supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (togetherfrom time to time, the “Indenture”), among Sensata Technologies, Inc., a Delaware corporation, 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 transfer exchange the Security Note[s] or Securities or interest[s] interests in such Security or Securities Note[s] specified hereinin Annex A hereto, in the principal amount of $ _________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”), as further specified in Annex A hereto. In connection with the TransferExchange, the Transferor 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP _______), or (ii) Regulation S Global Security (CUSIP _______), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP _______), or (ii) Regulation S Global Security (CUSIP _______), or (iii) Unrestricted Global Security (CUSIP _______); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom [ ] [Address] [Address] Attention: [ ] [Address of Trustee] [Address] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of __________, ____, among Signet UK Finance plc[ ], a public limited company incorporated under the laws of England and Wales [ ] corporation (the “Company”), the guarantors party thereto [Guarantor-Subsidiaries] (the “Guarantors”) ), and ______________, a ________________, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] _________][and the Board Resolution adopted __________] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $_________ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (IPERIONX 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyPartnership. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Xxxxxx, Xxxxx 00000 U.S. Bank National Association 0000 Xxx Xxxxxx, Suite 1050 Houston, Texas 77057 Re: [insert description of Securities] Ladies and Gentlemen, Floating Rate Junior Subordinated Notes due 2066 Reference is hereby made to the Indenture, dated as of June 24, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2013 (the “CompanyBase Indenture”), the guarantors party thereto between Energy Transfer Partners, L.P., as issuer (the “GuarantorsPartnership”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [), as supplemented by that certain the first supplemental indenture indenture, dated as of ] [and June 24, 2013 (together with the Board Resolution adopted ] (togetherBase Indenture, the “Indenture”), between the Partnership and 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: First Supplemental Indenture (Energy Transfer Partners, 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: , 1. The Transferor owns and proposed 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 Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ), or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 SBA Communications Corporation Xxx Xxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] Xxxx Boca Raton, FL 33486 [Trustee] [Address] Registrar address block]* Re: [insert description of Securities] Ladies and Gentlemen, 8½ % Senior Notes due 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), among Signet UK Finance plcbetween SBA Communications Corporation, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors party thereto (the “Guarantors”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP [ ] [ ]), or (ii) Regulation S Global Security Note (CUSIP [ ] [ ]), or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP [ ] [ ]), or (ii) Regulation S Global Security Note (CUSIP [ ] [ ]), or (iii) Unrestricted Global Security Note (CUSIP [ ] [ ]); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc FORM OF CERTIFICATE OF EXCHANGE Energy Future Holdings Corp. Energy Plaza 0000 Xxxxx Xxxxxx Dallas, Texas 75201-3411 Attention: General Counsel Facsimile No.: (000) 000-0000 Attention: Treasurer Facsimile No.: (000) 000-0000 The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom – 00xx Xxxxx Xxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] EFH Senior Secured Notes Trustee Re: [insert description of Securities] Ladies and Gentlemen, 10.000% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of January 12, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2010 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among Energy Future Holdings Corp., the Guarantors named therein and 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $__________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Energy Future Intermediate Holding CO 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ____________), or (ii) Regulation S Global Security (CUSIP ____________), ; or (b) a Restricted Definitive Security. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP __________), or (ii) Regulation S Global Security (CUSIP CUSIP__________), or (iii) Unrestricted Global Security (CUSIP CUSIP__________); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc Transocean Poseidon Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx X.X. Xxx 00000 Xxxxxx Xxxxxxx, XX-0000 Xxxxxxxxx: President Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx, 0xx Xxxxx MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: [ ] [Trustee] [Address] 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of Securities] Ladies and Gentlemen, 6.875% Senior Secured Notes due 2027 Reference is hereby made to the Indenture, dated as of February 1, 2019 (the “Indenture”), among Signet UK Finance plcTransocean Poseidon Limited, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Other Note Parties party thereto (the “Guarantors”) and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)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 transfer exchange the Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that: 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security (a) □ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security 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 Security 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 Security 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 (Transocean 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 Security will Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), ; or (ii) ¨ Regulation S Global Security Note (CUSIP ), ; or (bB) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will shall hold: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security Note (CUSIP ); or (bii) a Restricted Definitive Security¨ Regulation S Global Note (CUSIP ); or (ciii) ¨ Unrestricted Global Note (CUSIP ); or (B) ¨ a Restricted Definitive Note; or (C) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Xxxxxxxxx Technologies Corporation 000 000xx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom XX, Xxxxx 0000 Xxxxxxxx, Xxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: [ ] [Trustee] [Address] Xxxxxx X. Xxxxxx CUSIP: Re: [insert description of Securities] Ladies and Gentlemen, 7% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of August 2, 2010 (the “Indenture”), among Signet UK Finance plcbetween Xxxxxxxxx Technologies Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) Subsidiary Guarantors and Xxxxx Fargo Bank, a National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount at maturity of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Esterline Technologies 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Tyco International Finance plc 000 S.A. 00, Xxxxxx Xxxxxx London EC4N 6EU United Kingdom xx xx Xxxxx-Xxxxx X-0000 Xxxxxxxxxx, Xxxxxxxxxx Attention: [ ] The Managing Directors [Address of Trustee] [Address] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Signet UK Tyco International Finance plcS.A., a Luxembourg public limited liability company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto Tyco International plc, an Irish public limited company (the GuarantorsParent) and ), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of [ ]$ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (TYCO INTERNATIONAL 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (aa ) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (bb ) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (aa ) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (bb ) ¨ a Restricted Definitive Security; or (cc ) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Applied Materials, Inc. 0000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom P.O. Box 58039 Santa Clara, California 95052 Attention: [ ] [Trustee] [Address] Xxx Xxxxxxx and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of June 8, 2011, among Signet UK Finance plcbetween Applied Materials, Inc., a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Applied Materials Inc /De)

¨ 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP CUSIP), or (ii) ¨ Regulation S Global Security Note (CUSIP CUSIP), or (iii) ¨ IAI Global Note (CUSIP), or (iv) ¨ Unrestricted Global Security Note (CUSIP CUSIP); , or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Bioscrip, Inc. 3000 Xxxxxxxx Xxxxx, Xxxxx 000X Bannockburn, IL 60015 Attention: [ ] [Trustee] [Address] Mxxx Xxxxxxx Ankura Trust Company, LLC 100 Xxxxxxx Xx , fourth floor Fairfield, CT 06824 Attention: Lxxx Xxxxx Re: [insert description of Securities] Ladies and Gentlemen, Senior Secured Second Lien PIK Toggle Floating Rate Notes due 2027 Reference is hereby made to the Indenture, dated as of February 7, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2019 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among (a) HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Indenture until the consummation of the Debt Assumption, the “Initial Issuer”), (b) BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Issuer”), (c) the Subsidiary Issuers and Guarantors from time to time party thereto and (d) Ankura Trust Company, LLC, as trustee and 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $_________________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Option Care Health, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive Security; or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc NetApp, Inc. 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 U.S. Bank National Association Corporate Trust Services 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcbetween NetApp, Inc., a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (NetApp, 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name name of Transferor] By: Name Dated: Name: Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); , or (b) ¨ a Restricted Definitive Security; Note, or (c) ¨ an Unrestricted Definitive Security, Note in accordance with the terms of the Indenture. Signet UK Finance plc 000 TEGNA Inc. 0000 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxx 0000 Xxxxxx, XX 00000 Attention: [ Secretary [By Hand or Overnight U.S. Bank Corporate Trust Services Group X.X. Xxx 00000 Xx. Xxxx, MN 55107 Attn: Transfers] [Trustee] [AddressBy Certified or Registered Mail U.S. Bank Corporate Trust Services Group 00 Xxxxxxxxxx Xxxxxx St Xxxx, MN 55164-0111 Attn: Specialized Finance] Re: [insert description of Securities] Ladies and Gentlemen, 4.625% Senior Notes Due 2028 (the “Notes”) Reference is hereby made to the Indenture, dated as of March 1, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 1983 (the “CompanyBase Indenture”), the guarantors party thereto as amended and supplemented by a First Supplemental Indenture, dated as of November 5, 1986 (the “GuarantorsFirst Supplemental Indenture), among the Issuer, Citibank and Sovran Bank, N.A. (now known as Bank of America, N.A.) and a Second Supplemental Indenture dated as of June 1, 1995 (the “Second Supplemental Indenture”), among the Issuer, NationsBank, N.A. (now known as Bank of America, N.A.) and Crestar Bank (now known as SunTrust Bank) and a Fourteenth Supplemental Indenture, dated as trustee of January 9, 2020 (the “Fourteenth Supplemental Indenture”), between the Issuer and the U.S. Bank National Association (the “Trustee”) [(the term “Indenture” as used hereinafter refers to the Base Indenture as amended and supplemented by that certain supplemental indenture dated as of ] [the First Supplemental Indenture, the Second Supplemental Indenture and the Board Resolution adopted ] (together, the “Fourteenth 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed 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 Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxx Healthcare Corporation 00000 Xxxx Xxxx Dallas, TX 75240 Attention: [ ] [Trustee] [Address] Investor Relations The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Re: [insert description of Securities] Ladies and Gentlemen, 8 7/8% Senior Secured Notes Due 2019 Reference is hereby made to the Indenture, dated as of November 6, 2001, among Signet UK Finance plcbetween Xxxxx Healthcare Corporation, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, a N.A., as successor trustee (the “Trustee”) [to The Bank of New York, as supplemented by that certain supplemental indenture the Eleventh Supplemental Indenture, dated as of ] [June 15, 2009, among the Company, the Guarantors party thereto and the Board Resolution adopted ] Trustee (togetheras so 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Tenet Healthcare 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _________), or (ii) ¨ Regulation S Global Security Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP _________), or (ii) ¨ Regulation S Global Security Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Security Note (CUSIP _________); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Clearway Energy Operating LLC c/o Clearway Energy, Inc. 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: General Counsel Delaware Trust Company 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: [ ] [Trustee] [Address] Corporate Trust Department Re: [insert description of Securities] Ladies and Gentlemen, 4.750% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of December 11, 2019 (the “Indenture”), among Signet UK Finance plcClearway Energy Operating LLC, a public limited company incorporated under the laws of England and Wales as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and , a Delaware Trust Company, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Clearway 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: _________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP __________), ; or (ii) Regulation S Global Security Note (CUSIP __________), ; or (b) a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Security Note (CUSIP __________), ; or (ii) Regulation S Global Security Note (CUSIP __________), ; or (iii) Unrestricted Global Security Note (CUSIP CUSIP); or (b) a Restricted Definitive SecurityNote; or (c) an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom VAIL RESORTS, INC. 300 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: [ ] [Trustee] [Address] ReCorporate Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 700 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: [insert description of Securities] Ladies and Gentlemen, Corporate Trust Department Reference is hereby made to the Indenture, dated as of April 25, 2011 (the “Indenture”), among Signet UK Finance plcVAIL RESORTS, a public limited company incorporated under the laws of England and Wales INC., as issuer (the “Company”), the guarantors party Guarantors named on the signature pages thereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , __________________________ (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Vail Resorts 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Abitibi-Consolidated Inc. 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx Xxxxxx London EC4N 6EU United Kingdom X0X 0X0 Attention: [ ] [Trustee] [Address] Investor Relations. Xxxxx Fargo Bank, National Association Corporate Trust Services 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Re: [insert description of Securities] Ladies and Gentlemen, 15.5% Senior Notes due 2010 (CUSIP ) Reference is hereby made to the Indenture, dated as of April 1, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 2008 (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”), among Abitibi-Consolidated Company of Canada, as issuer (the “Issuer”), 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (AbitibiBowater 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 Security will Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Global Brass & Copper, Inc. 000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxx, XX 00000 Xxxxx Fargo Bank – DAPS Reorg. MAC N9303-121 000 0xx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: [ ] [Trustee] [Address] Re(000) 000-0000 Fax No.: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”000) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx

Appears in 1 contract

Samples: Indenture (Global Brass & Copper 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 903 144 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 Security Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] ByName: Name Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: a Restricted Global Note (i) 144A Global Security (CUSIP CUSIP[ ]), or (ii) Regulation S Global Security (CUSIP ), or or ¨ (b) a Restricted Definitive SecurityCertificated Note. 2. After the transfer Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in thea/an: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or (b) a Restricted Definitive SecurityCertificated Note; or (c) an Unrestricted Definitive SecurityCertificated Note, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Host Marriott, L.P. 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxx, Xxxxxxxx 00000 Attention: [ ] [Trustee] [Address] Chief Financial Officer The Bank of New York 000 Xxxxxxx Xxxxxx New York, New York 10286 Attention: Corporate Trust Department Re: [insert description of Securities] Ladies and Gentlemen, Series J Senior Notes due 2013 Dear Sirs: Reference is hereby made to the Amended and Restated Indenture, dated as of August 5, 1998 (the “Base Indenture”), among Signet UK Finance plcHMH Properties, a public limited company incorporated under Inc., its Parents and the laws Subsidiary Guarantors named therein (collectively, the “Subsidiary Guarantors”) and The Bank of England New York, as trustee (the “Trustee”), and Wales the Twelfth Supplemental Indenture to the Base Indenture, dated as of November 6, 2003 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Host Marriott, L.P., as issuer (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [Subsidiary Guarantors and the Board Resolution adopted ] (together, the “Indenture”)Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (HMC Properties Ii 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. Dated: [Insert Name of Transferor] By: Name TitleTitle Dated: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)] ] (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or ; or (b) a Restricted Definitive Security. 2. After the transfer the Transferee will hold: : (a) a beneficial interest in the: (i) 144A Global Security (CUSIP ), or (ii) Regulation S Global Security (CUSIP ), or (iii) Unrestricted Global Security (CUSIP ); or or (b) a Restricted Definitive Security; or or (c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Prime Security Services Borrower, LLC and Prime Finance plc Inc. c/o ADT Inc. 0000 Xxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9300-070 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom AttentionXxxxxxxxxxx, XX 00000 Email: [ ] [Trustee] [Address] XXXXXxxxx@xxxxxxxxxx.xxx Phone: (000) 000-0000 Fax: (000) 000-0000 Re: [insert description of Securities] 3.375% First-Priority Senior Secured Notes due 2027 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of August 20, 2020, by and among Signet UK Finance plcPrime Security Services Borrower, LLC, a public Delaware limited liability company incorporated under the laws of England and Wales (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors Guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [●]][and the Board Resolution adopted [●]] (together, 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 transfer exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ $[●] in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (ADT 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc NetApp, Inc. 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: [ ] [Trustee] [Address] Treasurer U.S. Bank National Association Corporate Trust Services 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of December 12, 2012 between NetApp, among Signet UK Finance plcInc., a public limited Delaware company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (NetApp, 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Name: Title: 1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)] (a) o a beneficial interest in the: (i) o 144A Global Security (CUSIP ), or (ii) o Regulation S Global Security (CUSIP ), or (b) o a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Security (CUSIP ), or (ii) o Regulation S Global Security (CUSIP ), or (iii) o Unrestricted Global Security (CUSIP ); or (b) o a Restricted Definitive Security; or (c) o an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Marriott Vacations Worldwide Corporation 0000 Xxxxxxxx Xxxx. Xxxxxxx, XX 00000 Attention: [ ] [Trustee] [Address] Xxxxx X Xxxxxx, XX U.S. Bank National Association 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxx, XX 00000 Email: Xxxxxxx.Xxxx0@xxxxxx.xxx Attention: Xxxxxxx X. Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plcMarriott Vacations Worldwide Corporation, a public limited company incorporated under the laws of England and Wales Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, a , national banking association organized and existing under the laws of the United States as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] ][and the Board Resolution adopted ] (together, 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 transfer and exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Dated: [Insert Name of Transferor] By: Name Title: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP ), or (ii) ¨ Regulation S Global Security Note (CUSIP ), or (iii) ¨ Unrestricted Global Security Note (CUSIP ); , or (b) ¨ a Restricted Definitive Security; Note, or (c) ¨ an Unrestricted Definitive Security, Note in accordance with the terms of the Indenture. Signet UK Finance plc 000 TEGNA Inc. 0000 Xxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxx 0000 Xxxxxx, XX 00000 Attention: [ Secretary [By Hand or Overnight U.S. Bank Corporate Trust Services Group Attn: Transfers X.X. Xxx 00000 Xx. Xxxx, MN 55107 ] [Trustee] [AddressBy Certified or Registered Mail U.S. Bank Corporate Trust Services Group Attn: Specialized Finance 00 Xxxxxxxxxx Xxxxxx St Xxxx, MN 55164-0111] Re: [insert description of Securities] Ladies and Gentlemen, _____% Senior Notes Due ____ (the “Notes”) Reference is hereby made to the Indenture, dated as of March 1, , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales 1983 (the “CompanyBase Indenture”), the guarantors party thereto as amended and supplemented by a First Supplemental Indenture, dated as of November 5, 1986 (the “GuarantorsFirst Supplemental Indenture), among the Issuer, Citibank and Sovran Bank, N.A. (now known as Bank of America, N.A.) and a Second Supplemental Indenture dated as of June 1, 1995 (the “Second Supplemental Indenture”), among the Issuer, NationsBank, N.A. (now known as Bank of America, N.A.) and Crestar Bank (now known as SunTrust Bank) and a Thirteenth Supplemental Indenture, dated as trustee of September [__], 2019 (the “Thirteenth Supplemental Indenture”), between the Issuer and the U.S. Bank National Association (the “Trustee”) [(the term “Indenture” as used hereinafter refers to the Base Indenture as amended and supplemented by that certain supplemental indenture dated as of ] [the First Supplemental Indenture, the Second Supplemental Indenture and the Board Resolution adopted ] (together, the “Thirteenth 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 transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor 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 Security Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: [Insert Name of Transferor] By: Name Title_______________________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP COMMON CODE ), or (ii) ¨ Regulation S Global Security Note (CUSIP COMMON CODE ), ; or (b) ¨ a Restricted Definitive SecurityNote. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security Note (CUSIP COMMON CODE ), or (ii) ¨ Regulation S Global Security Note (CUSIP COMMON CODE ), or (iii) ¨ Unrestricted Global Security Note (CUSIP COMMON CODE ); or (b) ¨ a Restricted Definitive SecurityNote; or (c) ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. Signet UK Finance plc Sensata Technologies B.V. 000 Xxxxxxxx Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: [ ] [Trustee] [Address] ReVice President, Finance The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxx Xxxxxx, 4th Floor East New York, NY 10286 Facsimile No.: [insert description of Securities] Ladies and Gentlemen, (000) 000-0000 Attention: Corporate Trust Division (COMMON CODE ) Reference is hereby made to the Indenture, dated as of [ ], 2008 (the “Indenture”), among Signet UK Finance plcSensata Technologies B.V., a public private company with limited company liability incorporated under the laws of England and Wales the Netherlands, as issuer (the “Company”), the guarantors Guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sensata Technologies B.V.)

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