CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Amount of increase in Principal Amount amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) 1016 or 4.08 (Change of Control) 1017 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) 1016 or 4.08 (Change of Control) 1017 of the Indenture, state the amount in principal amount: $ Date: Your Signature: ($2,000 Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of $1,000 1934, as amended. EXHIBIT 2 to Annex 1 Form of Transferee Letter of Representation Engility Corporation 3700 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx, 00xx Xxxxx, Mail Stop NYC-1630 New York, NY 10005 Attention: Corporates Team – Engility Corporation Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the [ ]% Senior Notes Due 2024 (the “Notes”) of Engility Corporation, a Massachusetts corporation (the “Issuer”). Upon transfer, the Notes would be registered in excess thereof): $the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this 2020 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL 2020 NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2020 NOTE The initial principal amount of this Global 2020 Note is $ . The following increases or decreases in this Global 2020 Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2020 Note Amount of increase in Principal Amount of this Global 2020 Note Principal amount of this Global 2020 Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this 2020 Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2020 Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 2020 Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee XXXXXXX X-0 [FORM OF FACE OF 2025 NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend for Notes Offered in Reliance on Regulation S] BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. [Restricted Notes Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF RULE 144A NOTES, ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR, IN THE CASE OF REGULATION S NOTES, 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. [Definitive Notes Legend] IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Exhibit A2-2 [FORM OF INITIAL 2025 NOTE] MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC No. [ ] 144A CUSIP No. 561233 AC1 000X XXXX Xx. XX000000XX00 REG S CUSIP No. L6233L XX0 XXX X XXXX Xx. XXX0000XXX00 $[ ] 5.500% Senior Note due 2025 Mallinckrodt International Finance, S.A. and Xxxxxxxxxxxx XX LLC promise to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on April 15, 2025. Interest Payment Dates: April 15 and October 15, commencing October 15, 2015. Record Dates: April 1 and October 1 Additional provisions of this 2025 Note are set forth on the other side of this 2025 Note.
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $______________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
Samples: Supplemental Indenture (Trimas Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: [Name of Transferee] NOTICE: To be executed by an executive officer Dated: This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [TO BE ATTACHED TO GLOBAL NOTESInsert Name of Transferor] By: Name: Title: Dated: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF NOTES The initial principal amount following exchanges of a part of this Global Note is $ . The following increases or decreases in this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal this Global Note Amount of this Global Note Amount Decrease (or Increase) Trustee of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION EXHIBIT C FORM OF HOLDER CERTIFICATE TO ELECT PURCHASE If you want BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A CIFC Corp. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxx U.S. Bank National Association, as Registrar 000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: CIFC Corp. Re: CIFC Corp. 8.50% Senior Notes due 2025 Re: CIFC Corp. 8.50% Senior Notes due 2025, CUSIP: 12547R AA3, ISIN: US12547RAA32 Ladies and Gentlemen: Reference is hereby made to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check dated as of November 2, 2015 (the box: Asset Sale ¨ Change “Indenture”) between CIFC Corp., a Delaware corporation (the “Issuer”), the Guarantors party thereto, and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of Control ¨ If you want to elect to have only part $[ ] aggregate principal amount at maturity of this Note purchased by the Issuers Notes, we hereby certify that such transfer is being effected pursuant to Section 4.06 and in accordance with Rule 144A (Asset Sale“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or 4.08 (Change for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Control) Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the IndentureUnited States. You and the issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, state the amount ($2,000 or any integral multiple [Name of $1,000 in excess thereof): $Transferor] By: Authorized Signature
Appears in 1 contract
Samples: CIFC Corp.
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To to be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $[ 🌑 ]. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Note Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION ABERCROMBIE & FITCH MANAGEMENT CO. [[ 🌑 ]] Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ 🌑 ] principal amount of the 8.750% Senior Secured Notes due 2025 (the “Notes”)] of ABERCROMBIE & FITCH MANAGEMENT CO. (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
Samples: Passu Intercreditor Agreement (Abercrombie & Fitch Co /De/)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $__________________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of First Lien Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, check the box: ☐ Asset Sale ¨ ☐ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION MULTI-COLOR CORPORATION [c/o U.S. Bank, National Association as Trustee and Registrar 000 X. Xxxxx Street, 27th Floor Charlotte, North Carolina 28202 Attention: Global Corporate Trust Services Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: xxxxxxx.xxxxxxxxxxxxxx@xxxxxx.xxx] Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.125% Senior Notes due 2022 (the “Notes”) of MULTI-COLOR CORPORATION (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE*/] */ If the Note is to be issued in global form add the Global Notes Legend from Exhibit A and the attachment from such Exhibit A captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” Exhibit B-1 [FORM OF EXCHANGE NOTE] ENPRO INDUSTRIES, INC. No. [ ] CUSIP No. 29355X AD9 144A CUSIP No. [—] ISIN No. US29355XAD9 144A ISIN No. [—] $[ ] 5.875% Senior Note due 2022 ENPRO INDUSTRIES, INC., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on September 15, 2022. Interest Payment Dates: March 15 and September 15, commencing [ ]. Record Dates: March 1 and September 1. Additional provisions of this Note are set forth on the other side of this Note.
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding [Select Medical Escrow and] the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ______________________ _________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global officer](14) ----------------------------- (14) Include only for an Initial Note is $ or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ [ ]. If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, state the amount ($2,000 in principal amount): $ Date: __________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of $1,000 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in excess thereof): $this Global Note have been made: Principal Signature Amount of Amount of amount of authorized decreases in increases in of this Global officer or Principal Principal Note following Trustees of Date of Amount of this Amount of this such decreases Securities Exchange Global Note Global Note or increases Custodian Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee SUPPLEMENTAL INDENTURE, dated as of [_________] (this "Supplemental Indenture"), among [name of [New Subsidiary GUARANTOR[S](1)] (the "New Subsidiary Guarantor[s]"), Select Medical Corporation, a Delaware corporation (together with its successors and assigns, the "Company"), the then existing Subsidiary Guarantors under the Indenture referred to below (the "Existing Subsidiary Guarantors"), and U.S. Bank Trust National Association, as Trustee (the "Trustee") under the Indenture referred to below.
Appears in 1 contract
Samples: Atlantic Health Group Inc
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Security Amount of increase in Principal Amount amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 4.11 or 4.08 (Change of Control) 4.16 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 4.11 or 4.08 (Change of Control) 4.16 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: ($2,000 Sign exactly as your name appears on the other side of this Security.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of $1,000 1934, as amended. [FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] */**/ */ If the Security is to be issued in excess thereof): $global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. No. CUSIP NO. $ ISIN NO.
Appears in 1 contract
Samples: Indenture (Chesapeake Orc LLC)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $______________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION RAYONIER A.M. PRODUCTS INC. c/o Wells Fargo Bank, National Association as Trustee and Registrar – CSTO Mail Operations MAC: N9300-070 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxx Phone: (000) 000-0000 Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 7.625% Senior Secured Notes due 2026 (the “Notes”) of RAYONIER A.M. PRODUCTS INC. (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:
Appears in 1 contract
Samples: Supplemental Indenture (Rayonier Advanced Materials Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION EXHIBIT B [FORM OF HOLDER TO ELECT PURCHASE If you want TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION THE FRESH MARKET, INC c/o Wilmington Trust, National Association Global Capital Markets 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Attention: The Fresh Market Notes Administrator Ladies and Gentlemen: This certificate is delivered to elect to have this Note purchased by request a transfer of $[ ] principal amount of the Issuers pursuant to Section 4.06 Super Senior Secured Notes due 2025 (Asset Sale) or 4.08 (Change of Controlthe “Notes”) of The Fresh Market, Inc. (collectively with its successors and assigns, the Indenture“Issuer”). Upon transfer, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by Notes would be registered in the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) name of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
Samples: Supplemental Indenture (Trimas Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ____________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following fol- lowing such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears onthe other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognizedsignature guaranty medallion program or other signatureguarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION XPO LOGISTICS, INC. x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A. as Trustee and Registrar – 000 Xxxxxxx Xxxx Place Pittsburgh, Pennsylvania 15259 Telephone No.: [—] Fax No.: [—] Email: [—] Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 7.875% Senior Notes due 2019 (the “Notes”) of XPO LOGISTICS, INC. (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date:______________ Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Caesars Entertainment, Inc. 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxx, Xxxxxx 00000 Facsimile: (000) 000-0000 Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 7.000% Senior Secured Notes due 2030 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:________________________________ Address:_______________________________ Taxpayer ID Number: ____________________
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION XPO LOGISTICS, INC. x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A. as Trustee and Registrar – Address: 525 Xxxxxxx Penn Place, 38th Floor Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Fax No.: 000-000-0000 Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.125% Senior Notes due 2023 (the “Notes”) of XPO LOGISTICS, INC. (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Amount of increase in Principal Amount amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount in principal amount: $ Dated: Your Signature: ($2,000 or any integral multiple Sign exactly as your name appears on the other side of $1,000 in excess thereof): $this Note.) Signature Guarantee: (Signature must be guaranteed)
Appears in 1 contract
Samples: Supplemental Indenture (Momentive Specialty Chemicals Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION [MALLINCKRODT INTERNATIONAL FINANCE X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.625% Senior Notes due 2023 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and assigns, the “Issuers”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
Samples: Supplemental Indenture (Rayonier Advanced Materials Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Dated:______________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global officer]/14/ _____________________ /14/ Include only for an Initial Note is $ or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian 146 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ [ ]. If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, state the amount ($2,000 in principal amount): $ Date: __________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by ----- the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of $1,000 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in excess thereof): $this Global Note have been made: Date of Amount of decreases Amount of Principal amount Signature Exchange in Principal increases in of this Global Note of authorized Amount of this Principal following such officer or Global Note Amount of this decreases or Trustees of Global Note increases Securities Custodian 148 Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee ----------------------------------------------------------------- SUPPLEMENTAL INDENTURE, dated as of [_________] (this "Supplemental ------------ Indenture"), among [name of [New Note Subsidiary Guarantor[s]1] (the "New --------- -------------------------------- --- Subsidiary Guarantor[s]"), the Company Medical Corporation, a Delaware ----------------------- corporation (together with its successors and assigns, the "Company"), the then existing Note Subsidiary Guarantors under the Indenture referred to below (the "Existing Subsidiary Guarantors"), and State Street Bank and Trust Company, as ------------------------------ Trustee (the "Trustee") under the Indenture referred to below. -------
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Security Amount of increase in Principal Amount amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase increase) Signature of authorized signatory officer of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 1014 or 4.08 (Change of Control) 1015 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 1014 or 4.08 (Change of Control) 1015 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: ($2,000 Sign exactly as your name appears on the other side of this Security.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of $1,000 1934, as amended. EXHIBIT 2 [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ */ [If the Security is to be issued in excess thereof): $global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.] **/ [If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this Exhibit 2 with the Assignment Form included in such Exhibit 1.] No. $ Concentra Operating Corporation, a Nevada corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on August 15, 2010. Interest Payment Dates: February 15 and August 15. Record Dates: February 1 and August 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: CONCENTRA OPERATING CORPORATION By Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President, General Counsel and Corporate Secretary TRUSTEE’S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Securities referred to in the Indenture. By Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]
Appears in 1 contract
Samples: Indenture (Oci Holdings Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date[Name of Transferee] Dated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF 13.75% SENIOR SECURED NOTES The initial principal amount following exchanges of a part of this Global Note is $ . The following increases or decreases in this Global Note for other 13.75% Senior Secured Notes have been made: Date of Exchange Amount of decrease Decrease in Principal Amount of this Global Note Amount of increase Increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease Following Such Decrease (or increase Increase) Signature of authorized signatory Authorized Officer of Trustee or 13.75% Senior Secured Notes Custodian OPTION EXHIBIT B FORM OF HOLDER TO ELECT PURCHASE If you want NOTATIONAL GUARANTEE Each Guarantor listed below (hereinafter referred to elect as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 30, 2017, by and among Xxxx Xxxxxx Holdings Corp. (the “Issuer”) and the Trustee (as amended and supplemented from time to have this Note purchased time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the Issuers pursuant due and punctual payment of interest on the overdue principal and premium, if any, and (to Section 4.06 (Asset Salethe extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or 4.08 (Change of Control) the Trustee all in accordance with the terms set forth in Article IV of the Indenture, check (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the box: Asset Sale ¨ Change same will be promptly paid in full when due or performed in accordance with the terms of Control ¨ If you want the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to elect the Holders and to have only part the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note purchased Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Issuers Trustee under the Indenture by the manual signature of one of its authorized signatories. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [GUARANTORS] By: Name: Title: EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, XX 00000 Email: xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxx Xxxxxxx, General Counsel U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxxxxxxxx Re:Xxxx Xxxxxx Holdings Corp. (the “Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to Section 4.06 and in accordance with Rule 144A (Asset Sale“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or 4.08 (Change for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Control) Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the IndentureUnited States. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, state [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) EXHIBIT D [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, XX 00000 Facsimile: xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxx Xxxxxxx, General Counsel U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxxxxxxxx Re:Xxxx Xxxxxx Holdings Corp. (the amount “ Issuer”) 13.75% Senior Secured Notes due 2023 ($2,000 or any integral multiple the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $1,000 ________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in excess thereof): $accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date[Name of Transferee] Dated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] Exhibit A-16 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF 121/2% SENIOR SECURED NOTES The initial principal amount following exchanges of a part of this Global Note is $ . The following increases or decreases in this Global Note for other 121/2% Senior Secured Notes have been made: Date of Exchange Principal Amount of decrease in Principal Amount Signature of this Global Note Authorized Officer Amount of increase Decrease Amount of Increase Following Such of Trustee or 121/2% in Principal Amount in Principal Amount Decrease (or Senior Secured Note Date of Exchange of this Global Note Principal amount of this Global Note following such decrease Increase) Custodian EXHIBIT B FORM OF NOTATIONAL GUARANTEE The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or increase Signature assigns under that certain Indenture, dated as of authorized signatory July 7, 2009, by and among Commercial Barge Line Company (the “Company”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by all in accordance with the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) terms set forth in Article XII of the Indenture, check (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the box: Asset Sale ¨ Change same will be promptly paid in full when due or performed in accordance with the terms of Control ¨ If you want the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to elect the Holders and to have only part the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note purchased Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Issuers Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF XXXXXXXXX] By: Name: Title: EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] American Commercial Lines, Inc. 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Corporate Trust Telecopy No.: (000) 000-0000 Re: Commercial Barge Line Company (the “Company”) 121/2% Senior Secured Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to Section 4.06 and in accordance with Rule 144A (Asset Sale“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or 4.08 (Change for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Control) Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the IndentureUnited States. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, state [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) EXHIBIT D [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] American Commercial Lines, Inc. 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Corporate Trust Telecopy No.: (000) 000-0000 Re: Commercial Barge Line Company (the “Company”) 121/2% Senior Secured Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended ($2,000 or any integral multiple of $1,000 in excess thereof): $the “Securities Act”), and, accordingly, we represent that:
Appears in 1 contract
Samples: Jeffboat LLC
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Security Amount of increase in Principal Amount amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ ☐ If you want to elect to have only part of this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: ($2,000 or any integral multiple Sign exactly as your name appears on the other side of $1,000 in excess thereof): $this Security.) Signature Guarantee: (Signature must be guaranteed)
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION INSTALLED BUILDING PRODUCTS, INC. c/o U.S. Bank National Association as Trustee and Registrar U.S. Bank National Association 00 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx XX-XX-XX00 Xxxxxxxx, Xxxx 00000 Attention: Xxxxxxxxx X. Xxxxx Telephone No.: (000) 000-0000) Fax No.: (000) 000-0000 Email: XXXXXXXXX.XXXXX@XXXXXX.XXX Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.75% Senior Notes due 2028 (the “Notes”) of INSTALLED BUILDING PRODUCTS, INC. (collectively with its successors and assigns, the “Issuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
Samples: Supplemental Indenture (Installed Building Products, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL 2025 NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL 2025 NOTE The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2025 Note Amount of increase in Principal Amount of this Global 2025 Note Principal amount of this Global 2025 Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this 2025 Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2025 Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 2025 Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and assigns, the “Issuers”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ €[ ]. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian ENERGIZER GAMMA ACQUISITION B.V. 4.625% SENIOR NOTES DUE 2026 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 4.07 (Asset Sale) or 4.08 Section 4.12 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) 4.07 or 4.08 (Change of Control) Section 4.12 of the Indenture, state the amount amount: $ Date: ($2,000 Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or any integral multiple other signature guarantor acceptable to the Trustee Date: Signature of $1,000 in excess thereof): $Signature Guarantee EXHIBIT B SUPPLEMENTAL INDENTURE dated as of , among ENERGIZER GAMMA ACQUISITION B.V. The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 4.625% Senior Notes due 2026 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of ,among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Issuer”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
Appears in 1 contract
Samples: Indenture (Energizer Holdings, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount amount of this Global Note Security Amount of increase in Principal Amount amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase Signature of authorized signatory officer of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ ☐ If you want to elect to have only part of this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: ($2,000 Sign exactly as your name appears on the other side of this Security.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or any integral multiple participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 to Rule 144A/REGULATION S APPENDIX Form of Transferee Letter of Representation U.S. Concrete, Inc. In care of U.S. Bank National Association 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention of Corporate Trust Department – U.S. Concrete Ladies and Gentlemen: This certificate is delivered to request a transfer of $1,000 [ ] principal amount of the 5.125% Senior Notes due 2029 (the “Securities”) of U.S. Concrete, Inc. (the “Company”). Upon transfer, the Securities would be registered in excess thereof): $the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:
Appears in 1 contract
Samples: Indenture (U.S. Concrete, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $__________________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Second Lien Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, check the box: ☐ Asset Sale ¨ ☐ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 1 or any integral multiple of $1,000 1 in excess thereof): $$ Date:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer [OPTION OF HOLDER TO BE ATTACHED TO GLOBAL NOTES] ELECT PURCHASE If you wish to have this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, check the box: o. If you wish to have a portion of this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, state the amount below: $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Interest Payment Date for PIK Payments or Date of Exchange Amount of decrease decreases in Principal Amount principal amount of this Global Note Amount of increase increases in Principal Amount principal amount of this Global Note Principal amount of this Global Note following such decrease decreases or increase increases Signature of authorized signatory officer of Trustee or Notes Custodian OPTION EXHIBIT B FOR THE PURPOSES OF HOLDER SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). FOR INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO ELECT PURCHASE If you want MATURITY WITH RESPECT TO THIS NOTE, PLEASE CONTACT THE DIRECTOR OF FEDERAL AND INTERNATIONAL TAX AT 000-000-0000. Form of Exchange Note(8) (FACE OF NOTE) THE SERVICEMASTER COMPANY 10.75%/11.50% Senior Toggle Notes due 2015 CUSIP No. No. $ The ServiceMaster Company, a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns) (the “Company”), promises to elect pay to ________________________, or registered assigns, the principal sum of $________________ ([ ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 301, 312 and 313, as applicable, of the Indenture referred to on the reverse hereof)](9) (the “Principal Amount”) on July 15, 2015. Interest on this Note shall be payable semi-annually in arrears on January 15 and July 15 of each year, commencing [January 15, 2009] (each, an “Interest Payment Date”). [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue Date.](10) [Interest on this Note will accrue (or will be deemed to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Saleaccrued) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $from the
Appears in 1 contract
Samples: Credit Agreement (Servicemaster Co)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $__________________. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Second Lien Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, check the box: ☐ Asset Sale ¨ ☐ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset SaleSales) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: Notice: To be executed by an executive officer TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is not a “U.S. person” (as defined in Rule 902 of Regulation S under the Securities Act of 1933) and that it is acquiring this Security in a transaction or transactions taking place outside the United States in accordance with Regulation S. The undersigned acknowledges that the Security cannot be resold unless registered under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933. Dated: NOTICE: To be executed by an executive officer officer. [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . SECURITY The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount principal amount of this Global Note Security Amount of increase in Principal Amount principal amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase increase) Signature of authorized signatory of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to elect (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to have transfer this Note purchased by Security on the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) books of the Indenture, check Company. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part other side of this Note purchased by Security. EXHIBIT B [Form of Guaranty Agreement] GUARANTY AGREEMENT (this “Guaranty Agreement”) dated as of , among [GUARANTOR] (the Issuers pursuant “New Guarantor”), a subsidiary of USG Corporation (or its successor), a Delaware corporation (the “Company”), [EXISTING GUARANTORS] (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the supplemental indenture referred to Section 4.06 below (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $“Trustee”).
Appears in 1 contract
Samples: Guaranty Agreement (Usg Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this 2021 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $[ ]. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION [FORM OF HOLDER NOTATION ON SECURITY RELATING TO ELECT PURCHASE If you want GUARANTEE] NOTATION OF GUARANTEE The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2021 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2021 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have this any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2021 Note purchased by accepting a 2021 Note waives and releases all such liability. This waiver and release are part of the Issuers pursuant consideration for the issuance of the Guarantees. Each Holder of a 2021 Note by accepting a 2021 Note agrees that any Guarantor named below shall have no further liability with respect to Section 4.06 (Asset Sale) or 4.08 (Change its Guarantee if such Guarantor otherwise ceases to be liable in respect of Control) its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: Asset Sale ¨ Change certificate of Control ¨ If you want to elect to authentication on the 2021 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change Trustee under the Indenture by the manual signature of Control) one of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $its authorized officers.
Appears in 1 contract
Samples: Westlake Chemical Corp
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company and any Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The initial principal amount of this Global Note Security is $ $[ ]. The following increases or decreases in this Global Note Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Security Amount of increase in Principal Amount of this Global Note Security Principal amount of this Global Note Security following such decrease or increase Signature of authorized signatory of Trustee or Notes Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset SaleDisposition) or 4.08 (Change of ControlControl Repurchase Event) of the Indenture, check the box: Asset Sale ¨ Disposition ☐ Change of Control ¨ Repurchase Event ☐ If you want to elect to have only part of this Note Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any greater integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of the Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee [FORM OF TRANSFEREE LETTER OF REPRESENTATION] TRANSFEREE LETTER OF REPRESENTATION XXXX CORP. 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxx Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ● ] principal amount of the 5.125% Senior Notes due 2029 (the “Securities”)) of XXXX CORP. (collectively with its successors and assigns, the “Company”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: Name: __________ Address: __________ Taxpayer ID Number: __________ The undersigned represents and warrants to you that:
Appears in 1 contract
Samples: Supplemental Indenture (ARKO Corp.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $500,000,000. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION NOTATION OF HOLDER TO ELECT PURCHASE If you want GUARANTEE The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2026 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2026 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2026 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have this any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2026 Note purchased by accepting a 2026 Note waives and releases all such liability. This waiver and release are part of the Issuers pursuant consideration for the issuance of the Guarantees. Each Holder of a 2026 Note by accepting a 2026 Note agrees that any Guarantor named below shall have no further liability with respect to Section 4.06 (Asset Sale) or 4.08 (Change its Guarantee if such Guarantor otherwise ceases to be liable in respect of Control) its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: Asset Sale ¨ Change certificate of Control ¨ If you want to elect to authentication on the 2026 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change Trustee under the Indenture by the manual signature of Control) one of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $its authorized officers.
Appears in 1 contract
Samples: Westlake Chemical Corp
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ______________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
Samples: Indenture (Rayonier Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $[ ]. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian Registrar Exh-A-15 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 4.14 (Limitation on Asset SaleSales) or 4.08 4.20 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) 4.14 or 4.08 (Change of Control) 4.20 of the Indenture, state the amount amount: $ Date: Your Signature: ($2,000 Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or any integral multiple of $1,000 in excess thereof): $other signature guarantor acceptable to the Trustee.
Appears in 1 contract
Samples: Indenture (PT Indosat TBK)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in excess thereof): a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee XXXXXXX X-0 [FORM OF FACE OF INITIAL 2015 NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] “THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) UNDER REGULATION D OF THE SECURITIES ACT (AN “IAI”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, HET OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (F) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NEW SECOND LIEN NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER AND THE TRUSTEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.” Each Definitive Note shall bear the following additional legend: “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED DECEMBER 24, 2008, BY AND AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: HARRAH’S OPERATING COMPANY, INC., ONE CAESAR’S PALACE DRIVE, LAS VEGAS, NEVADA, 89101-8969, ATTENTION: GENERAL COUNSEL.” [FORM OF INITIAL 2015 NOTE] No. $ 10.00% Second-Priority Senior Secured Note due 2015 144A CUSIP No. 413627 BA7 000X XXXX Xx. XX000000XX00 REG S CUSIP No. U24658 AL7 REG S ISIN No. USU24658AL78 XXXXXX’X OPERATING COMPANY, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] Dollars on December 15, 2015. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Additional provisions of this Note are set forth on the other side of this Note.
Appears in 1 contract
Samples: Indenture (Gnoc Corp.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 1,000): $ Date: Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in excess thereof): $a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [FORM OF EXCHANGE NOTE] No. $ 11% Senior Note due 2018 CUSIP No. 30040P AB9 ISIN No. US30040PAB94 EVERTEC, INC., a Puerto Rico corporation, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on October 1, 2018. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Additional provisions of this Note are set forth on the other side of this Note.
Appears in 1 contract
Samples: Supplemental Indenture (TII Smart Solutions, Sociedad Anonima)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ ☐ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee EXHIBIT B [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Caesars Entertainment, Inc. 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Reno, Nevada 89501 Facsimile: (000) 000-0000 Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $ $[ ]. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian ENERGIZER GAMMA ACQUISITION, INC. 6.375% SENIOR NOTES DUE 2026 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers Issuer pursuant to Section 4.06 4.07 (Asset Sale) or 4.08 Section 4.12 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ ☐ If you want to elect to have only part of this Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Sale) 4.07 or 4.08 (Change of Control) Section 4.12 of the Indenture, state the amount amount: $ Date: ($2,000 Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or any integral multiple other signature guarantor acceptable to the Trustee Date: Signature of $1,000 in excess thereof): $Signature Guarantee EXHIBIT B [FORM OF SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTION AND ESCROW RELEASE DATE GUARANTEES] SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTION AND GUARANTEES SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).
Appears in 1 contract
Samples: Indenture (Energizer Holdings, Inc.)
