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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: 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 [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
Samples: Indenture (Mallinckrodt PLC)
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, 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 The initial principal amount of this Global 2025 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 2025 Note have been made: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this 2025 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 2025 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 or any integral multiple of $1,000 in excess thereofprincipal amount): $ Date: Your Signature__________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of this 2025 the Note) Signature Guarantee: Signature :_______________________________________ Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by the Note Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee [MALLINCKRODT INTERNATIONAL FINANCESecurities Exchange Act of 1934, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americasas amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in 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, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer dated as of [$[ _________] principal amount (this "Supplemental Indenture"), among [name of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025New Subsidiary GUARANTOR[S](1)] (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE"New Subsidiary Guarantor[s]"), S.A. and XXXXXXXXXXXX XX LLC Select Medical Corporation, a Delaware corporation (collectively together with their respective its successors and assigns, the “Issuers”"Company"). Upon transfer, the Notes would be registered in then existing Subsidiary Guarantors under the name of Indenture referred to below (the new beneficial owner "Existing Subsidiary Guarantors"), and U.S. Bank Trust National Association, as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants Trustee (the "Trustee") under the Indenture referred to you that:below.
Appears in 1 contract
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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 thereof1,000): $ 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 [MALLINCKRODT INTERNATIONAL FINANCEUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasA NEW YORK CORPORATION (“DTC”), Inc. 0000 Xxxx XxxxxxxNEW YORK, Xxxxx 000 XxxxxxxxxxxxNEW YORK, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered 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. No. $ EVERTEC, INC., a Puerto Rico corporation, promises 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 FINANCEpay to Cede & Co., S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and or registered assigns, the “Issuers”)principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on October 1, 2018. Upon transfer, 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 Notes would be registered in the name other side of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:this Note.
Appears in 1 contract
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 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 The initial principal Date of Exchange Amount of decrease in Principal amount of this Global 2025 Note is $ . The following increases or decreases Amount of increase in Principal amount of this Global 2025 Note have been made: Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 2025 Note) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Note Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee [MALLINCKRODT INTERNATIONAL FINANCESecurities Exchange Act of 1934, X.X. XXXXXXXXXXXX CB LLC] c/o as amended. Engility Corporation 3700 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas60 Xxxx Xxxxxx, Inc. 0000 Xxxx Xxxxxxx00xx Xxxxx, Xxxxx 000 XxxxxxxxxxxxMail Stop NYC-1630 New York, Xxxxxxx 00000 NY 10005 Attention: Corporates Team – Engility Corporation 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] Due 2024 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEEngility Corporation, S.A. and XXXXXXXXXXXX XX LLC a Massachusetts corporation (collectively with their respective successors and assigns, the “IssuersIssuer”). 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: Indenture (Engility Holdings, 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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 [MALLINCKRODT INTERNATIONAL FINANCEXPO LOGISTICS, X.X. XXXXXXXXXXXX CB LLC] cINC. x/o Deutsche Bank x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasCompany, Inc. N.A. as Trustee and Registrar – Address: 525 Xxxxxxx Penn Place, 38th Floor Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Fax No.: 000-000-0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8756.125% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2023 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEXPO LOGISTICS, S.A. and XXXXXXXXXXXX XX LLC INC. (collectively with their respective its successors and assigns, the “IssuersCompany”). 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: Indenture (XPO Logistics, 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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 onthe other side of this 2025 Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature recognizedsignature guaranty medallion program or other signature guarantor signatureguarantor program reasonably acceptable to the Trustee 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.: [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 Fax No.: [—] Email: [—] Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8757.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2019 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEXPO LOGISTICS, S.A. and XXXXXXXXXXXX XX LLC INC. (collectively with their respective its successors and assigns, the “IssuersCompany”). 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: Indenture (XPO Logistics, 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 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 The initial principal amount of this Global 2025 Note is $ €[ ]. The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): amount: $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 2025 the Note) Signature Guarantee: 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 [MALLINCKRODT INTERNATIONAL FINANCEDate: Signature of Signature Guarantee THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americasentered into as of ,among ENERGIZER GAMMA ACQUISITION B.V., Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of [$[ ] principal amount of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] The Netherlands (the “NotesIssuer”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) of MALLINCKRODT INTERNATIONAL FINANCEand THE BANK OF NEW YORK MELLON TRUST COMPANY, S.A. and XXXXXXXXXXXX XX LLC N.A., as trustee (collectively with their respective successors and assigns, the “IssuersTrustee”). 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: Indenture (Energizer Holdings, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 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 The initial officer. Date of Exchange Amount of decrease in principal amount of this Global 2025 Note is $ Security Amount of increase in principal amount of this Global Security Principal amount of this Global Security following such decrease or increase) Signature of authorized signatory of Trustee or Securities Custodian To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The following increases or decreases in this Global 2025 Note have been made: If you want agent may substitute another 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): $ act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this 2025 NoteSecurity. GUARANTY AGREEMENT (this “Guaranty Agreement”) 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 dated as of , among [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 2025GUARANTOR] (the “NotesNew Guarantor”), a subsidiary of USG Corporation (or its successor), a Delaware corporation (the “Company”), [EXISTING GUARANTORS] (the “Existing Guarantors”) of MALLINCKRODT INTERNATIONAL FINANCEand U.S. Bank National Association, S.A. and XXXXXXXXXXXX XX LLC as trustee under the supplemental indenture referred to below (collectively with their respective successors and assigns, the “IssuersTrustee”). 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 (Usg Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 Note is $ $[ ]. The following increases or decreases in this Global 2025 Note have been made: If you want 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 2025 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 2025 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): $ 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 [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:its authorized officers.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (Westlake Chemical Corp)
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, 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 The initial principal amount of this Global 2025 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 2025 Note have been made: 146 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this 2025 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 2025 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 or any integral multiple of $1,000 in excess thereofprincipal amount): $ Date: Your Signature__________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of this 2025 the Note) Signature Guarantee: Signature :_______________________________________ Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by ----- the Note Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee [MALLINCKRODT INTERNATIONAL FINANCESecurities Exchange Act of 1934, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americasas amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in 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, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer dated as of [$[ _________] principal amount (this "Supplemental ------------ Indenture"), among [name of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025New Note Subsidiary Guarantor[s]1] (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE"New --------- -------------------------------- --- Subsidiary Guarantor[s]"), S.A. and XXXXXXXXXXXX XX LLC the Company Medical Corporation, a Delaware ----------------------- corporation (collectively together with their respective its successors and assigns, the “Issuers”"Company"). Upon transfer, the Notes would be registered in then existing Note Subsidiary Guarantors under the name of Indenture referred to below (the new beneficial owner "Existing Subsidiary Guarantors"), and State Street Bank and Trust Company, as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants ------------------------------ Trustee (the "Trustee") under the Indenture referred to you that:below. -------
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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:_________________ Marvell Technology, Inc. 0000 X. Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 U.S Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: NOTICED. Xxxxx (Marvell Technology Group) Re: To Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be executed by an executive officer a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name: Title: The initial principal amount of this Global 2025 Note is DOLLARS ($ ). The following increases or decreases in exchanges of a part of this Global 2025 Note for certificated Securities or a part of another Global Note have been made: 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 [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
Samples: First Supplemental Indenture (Marvell Technology Group LTD)
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 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 The initial principal amount of this Global 2025 Note is $ $______________. The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] RAYONIER A.M. PRODUCTS INC. c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasWells Fargo Bank, Inc. 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 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8757.625% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2026 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC RAYONIER A.M. PRODUCTS INC. (collectively with their respective its successors and assigns, the “IssuersCompany”). 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 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 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 The initial principal amount of this Global 2025 Note is $ $[ 🌑 ]. The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 ABERCROMBIE & FITCH MANAGEMENT CO. [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 [$[ 🌑 ] principal amount of the 4.8758.750% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2025 (the “Notes”) )] of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC ABERCROMBIE & FITCH MANAGEMENT CO. (collectively with their respective its successors and assigns, the “IssuersCompany”). 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 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, 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 The initial principal amount following exchanges of a part of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note for other 13.75% Senior Secured Notes have been made: If you want 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 2025 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 2025 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: 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 the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ DateBy: Your SignatureSignature guarantee: (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 guarantee medallion program or other signature guarantor program reasonably acceptable to the Trustee [MALLINCKRODT INTERNATIONAL FINANCEprogram) Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 XX 00000 Facsimile: xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxx Xxxxxxx, Xxxxx 000 XxxxxxxxxxxxGeneral Counsel U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Facsimile: (000)000-0000 Attention: Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of X. Xxxxxxxxxx Re:Xxxx Xxxxxx Holdings Corp. (the 4.875“ Issuer”) 13.75% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of MALLINCKRODT INTERNATIONAL FINANCE$________ aggregate principal amount of the Notes, S.A. we confirm that such sale has been effected pursuant to and XXXXXXXXXXXX XX LLC in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (collectively with their respective successors and assigns, the “IssuersSecurities Act”). 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 and, accordingly, we represent that:
Appears in 1 contract
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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: 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 [MALLINCKRODT INTERNATIONAL FINANCE, 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 [$[ ] principal amount of the 4.8755.625% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2023 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE, 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
Samples: Indenture (Mallinckrodt PLC)
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, 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 SCHEDULE OF EXCHANGES OF 121/2% SENIOR SECURED NOTES The initial principal amount following exchanges of a part of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note for other 121/2% Senior Secured Notes have been made: If you want Amount of Decrease Amount of Increase Following Such of Trustee or 121/2% The Guarantor listed below (hereinafter referred to elect as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of 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 have this 2025 Note purchased 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 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 Company to the Holders or 4.08 (Change of Control) the Trustee all in accordance with the 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 2025 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. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF XXXXXXXXX] By: Name: Title: 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 the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ DateBy: Your SignatureSignature guarantee: (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 guarantee medallion program or other signature guarantor program reasonably acceptable to the Trustee [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americasprogram) American Commercial Lines, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 XxxxxxxxxxxxXxxxxx Xxxxxx Xxxxxxxxxxxxxx, Xxxxxxx 00000 Ladies and GentlemenFacsimile: This certificate is delivered to request a transfer (000) 000-0000 Attention: General Counsel The Bank of [$[ ] principal amount of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Corporate Trust Telecopy No.: (000) 000-0000 Re: Commercial Barge Line Company (the 4.875“Company”) 121/2% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of MALLINCKRODT INTERNATIONAL FINANCE$ aggregate principal amount of the Notes, S.A. we confirm that such sale has been effected pursuant to and XXXXXXXXXXXX XX LLC in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (collectively with their respective successors and assigns, the “IssuersSecurities Act”). 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 and, accordingly, we represent that:
Appears in 1 contract
Samples: Indenture (Jeffboat LLC)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 Note Security for its own account or an account with respect to which it exercises sole investment discretion and that each of 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 or such account 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 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ----------------- -------------------------------------- NOTICE: To be executed by an executive officer The initial principal amount of this Global 2025 Note is $ officer. The following increases or decreases in this Global 2025 Note have been made: 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 C [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 [$[ ] principal amount of the 4.875% Senior Notes due 2020FORM OF EXCHANGE DEBENTURE] [$[ FORM OF FACE OF SECURITY] principal amount of the 5.500CUSIP NO. ------------- No. $ ------ ---------- ILLINOIS CENTRAL RAILROAD COMPANY 7.70% Senior Notes Debentures due 2025] 2096 ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEsuch corporation, S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), for value received, hereby promises to pay to , or registered assigns, the “Issuers”). Upon transferprincipal sum of -------- _ United States Dollars at the office or agency of the ---------------------- Issuer referred to below, on September 15, 2096 and to pay interest, semi-annually on March 15 and September 15 of each year, on said principal sum at said office or agency, at the Notes would rate of 7.70% per annum, from the March 15 or September 15, as the case may be, next preceding the date of this Security to which interest has been paid, unless the date hereof is the date to which interest has been paid, in which case from the date of this Security, or unless no interest has been paid on the Securities, in which case from December 17, 1996, until payment of said principal sum has been made or duly provided for, provided, however, that payment of interest may be registered made at the option of the Issuer (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the register of Securities or (ii) by transfer in immediately available funds to an account maintained by the Person entitled thereto with a bank located in the name United States as designated by such Person not less than 15 calendar days prior to the date interest is payable; provided, further, that if the date hereof is after the first day of the new beneficial owner calendar month preceding any March 15 or September 15, as follows: Name: Address: Taxpayer ID Number: the case may be, and prior to such March 15 or September 15, this Security shall bear interest from such March 15 or September 15; provided, further, that if and to the extent that the Issuer shall default in the payment of interest due on any March 15 or September 15, then this Security shall bear interest from the next preceding March 15 or September 15 to which interest has been paid, or, if no interest has been paid on the Securities, from December 17, 1996. The undersigned represents interest so payable on any March 15 or September 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the first day of the calendar month preceding such March 15 or September 15; provided that the interest payable at maturity shall be payable to the Person to whom principal shall be payable. Notwithstanding the foregoing, (i) interest on Exchange Debentures (as defined in the First Supplemental Indenture referred to herein) and warrants Restricted Exchange Debentures (as defined in such First Supplemental Indenture) will accrue as provided in such First Supplemental Indenture and the Registration Rights Agreement (as defined in such First Supplemental Indenture), and (ii) Liquidated Damages (as defined in such First Supplemental Indenture), if any, that accrue on Original Debentures prior to you that:the exchange of such Original Debentures for Exchange Debentures shall be payable to the Persons, at the times and otherwise on the terms provided in such First Supplemental Indenture and the Registration Rights Agreement. Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.
Appears in 1 contract
Samples: First Supplemental Indenture (Illinois Central Railroad Co)
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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 [MALLINCKRODT INTERNATIONAL FINANCEINSTALLED BUILDING PRODUCTS, X.X. XXXXXXXXXXXX CB LLC] INC. c/o Deutsche U.S. Bank Trust Company Americas Deutsche National Association as Trustee and Registrar U.S. Bank Trust Company Americas c/o DB Services AmericasNational Association 00 Xxxx Xxxxx Xxxxxx, Inc. 00xx Xxxxx XX-XX-XX00 Xxxxxxxx, Xxxx 00000 Attention: Xxxxxxxxx X. Xxxxx Telephone No.: (000) 000-0000) Fax No.: (000) 000-0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Email: XXXXXXXXX.XXXXX@XXXXXX.XXX Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8755.75% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2028 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEINSTALLED BUILDING PRODUCTS, S.A. and XXXXXXXXXXXX XX LLC INC. (collectively with their respective its successors and assigns, the “IssuersIssuer”). 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 2025 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:_________________ Marvell Technology, Inc. 0000 X. Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 19801 U.S. Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: NOTICED. Xxxxx (Marvell Technology Group) Re: To Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[●] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be executed by an executive officer a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [●]. [Insert Name of Transferor] By: Name: Title: The initial principal amount of this Global 2025 Note is DOLLARS ($ ). The following increases or decreases in exchanges of a part of this Global 2025 Note for certificated Notes or a part of another Global Note have been made: 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 [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
Samples: First Supplemental Indenture (Marvell Technology Group LTD)
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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasCaesars Entertainment, Inc. 0000 000 Xxxx XxxxxxxXxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx0000 Xxxx, Xxxxxxx Xxxxxx 00000 Facsimile: (000) 000-0000 Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8757.000% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2030 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCECaesars Entertainment, S.A. and XXXXXXXXXXXX XX LLC Inc., a Delaware corporation (collectively with their respective successors and assigns, the “IssuersCompany”). 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 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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasCaesars Entertainment, Inc. 0000 000 Xxxx XxxxxxxXxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx0000 Reno, Xxxxxxx 00000 Nevada 89501 Facsimile: (000) 000-0000 Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8756.500% Senior Secured Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2032 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCECaesars Entertainment, S.A. and XXXXXXXXXXXX XX LLC Inc., a Delaware corporation (collectively with their respective successors and assigns, the “IssuersCompany”). 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 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, 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. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect wish to have this 2025 Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 411 or 4.08 (Change of Control) 415 of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ o. If you want to elect wish to have only part a portion of this 2025 Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) 411 or 4.08 (Change of Control) 415 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Datebelow: Your Signature: (Sign exactly as your name appears on the other side of this 2025 Note) Signature Guarantee: Signature Signatures must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature an “eligible guarantor program reasonably acceptable to institution” meeting the Trustee [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 [$[ ] principal amount requirements of the 4.875Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in this Global Note have been made: 10.75%/11.50% Senior Toggle Notes due 2020] [$[ ] principal amount 2015 No. $ The ServiceMaster Company, a corporation duly organized and existing under the laws of the 5.500% Senior Notes due 2025] State of Delaware (and its successors and assigns) (the “NotesCompany”) of MALLINCKRODT INTERNATIONAL FINANCE), S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and promises to 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 “IssuersPrincipal 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”). Upon transfer[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 Notes would Issue Date.](10) [Interest on this Note will accrue (or will be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants deemed to you that:have accrued) from the
Appears in 1 contract
Samples: Senior Interim Loan Credit Agreement (Servicemaster Co)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 2020 Note is $ . The following increases or decreases in this Global 2025 2020 Note have been made: If you want to elect to have this 2025 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 2025 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 2025 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 [MALLINCKRODT INTERNATIONAL FINANCEUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasA NEW YORK CORPORATION (“DTC”), Inc. 0000 Xxxx XxxxxxxNEW YORK, Xxxxx 000 XxxxxxxxxxxxNEW YORK, Xxxxxxx 00000 Ladies and Gentlemen: This certificate is delivered to request a transfer of [$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. 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. 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. 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. No. [ ] principal amount 144A CUSIP No. 561233 AC1 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 4.875% Senior Notes due 2020] [$[ ] principal amount other side 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:this 2025 Note.
Appears in 1 contract
Samples: Indenture (Mallinckrodt PLC)
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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 */ 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 “[MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLCTO BE ATTACHED TO GLOBAL NOTES] 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 [$- SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” No. [ ] principal amount of the 4.875% Senior Notes due 2020CUSIP No. 29355X AD9 144A CUSIP No. [—] ISIN No. US29355XAD9 144A ISIN No. [$[ —] principal amount of the 5.500% Senior Notes due 2025] (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCEENPRO INDUSTRIES, S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and INC., a North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the “Issuers”)principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on September 15, 2022. Upon transferInterest 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 Notes would be registered in the name other side of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:this Note.
Appears in 1 contract
Samples: Indenture (Enpro Industries, Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Sign exactly “STAMP”) or such other “signature guarantee program” as your name appears may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. OR PRIVATE EXCHANGE SECURITY]*/**/ */ [If the Security is to be issued in 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 2025 Note) Signature GuaranteeSecurity. Dated: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [MALLINCKRODT INTERNATIONAL FINANCEBy Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasGeneral Counsel and Corporate Secretary THE BANK OF NEW YORK, Inc. 0000 Xxxx Xxxxxxxas Trustee, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: This certificate certifies that this is delivered to request a transfer of [$[ ] principal amount one of the 4.875% Senior Notes due 2020] [$[ ] 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 Securities referred to in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:Indenture. By Authorized Signatory
Appears in 1 contract
Samples: Indenture (Oci Holdings Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note Security have been made: If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: (Sign exactly as your name appears on the other side of this 2025 NoteSecurity.) Signature Guarantee: Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. */**/ */ If the Security is to be issued in 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 participant Private Exchange Security issued in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Trustee [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 Restricted Securities Legend from Exhibit 1 to Appendix A and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of replace the 4.875% Senior Notes due 2020] [$[ ] principal amount of Assignment Form included in this Exhibit A with 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”)Assignment Form included in such Exhibit 1. 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: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 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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 thereof1,000): $ 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 [MALLINCKRODT INTERNATIONAL FINANCEUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services AmericasA NEW YORK CORPORATION (“DTC”), Inc. 0000 Xxxx XxxxxxxNEW YORK, Xxxxx 000 XxxxxxxxxxxxNEW YORK, 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] 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 (the 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. “NotesTHIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) of MALLINCKRODT INTERNATIONAL FINANCEAND, S.A. and XXXXXXXXXXXX XX LLC 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: (collectively with their respective successors and 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.” No. $ XXXXXX’X OPERATING COMPANY, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the “Issuers”)principal sum of [ ] Dollars on December 15, 2015. Upon transfer, 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 Notes would be registered in the name other side of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:this Note.
Appears in 1 contract
Samples: Indenture (Gnoc Corp.)
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 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 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 MULTI-COLOR CORPORATION [MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank U.S. Bank, National Association as Trustee and Registrar 000 X. Xxxxx Street, 27th Floor Charlotte, North Carolina 28202 Attention: Global Corporate Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. Telephone No.: (000) 000-0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Fax No.: (000) 000-0000 Email: xxxxxxx.xxxxxxxxxxxxxx@xxxxxx.xxx] Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8756.125% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2022 (the “Notes”) of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC MULTI-COLOR CORPORATION (collectively with their respective its successors and assigns, the “IssuersCompany”). 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: Indenture (MULTI COLOR Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: (Sign exactly as your name appears on the other side of this 2025 NoteSecurity.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee [MALLINCKRODT INTERNATIONAL FINANCESecurities Exchange Act of 1934, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americasas amended. U.S. Concrete, Inc. 0000 Xxxx XxxxxxxIn care of U.S. Bank National Association 000 Xxxxxxxx Xxxxxx, Xxxxx 000 XxxxxxxxxxxxXxxxxxxxx, Xxxxxxx Xxxxxxxxx 00000 Attention of Corporate Trust Department – U.S. Concrete Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 4.8755.125% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2029 (the “NotesSecurities”) of MALLINCKRODT INTERNATIONAL FINANCEU.S. Concrete, S.A. and XXXXXXXXXXXX XX LLC Inc. (collectively with their respective successors and assigns, the “IssuersCompany”). Upon transfer, the Notes 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: Indenture (U.S. Concrete, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 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 The initial principal amount of this Global 2025 Note Security is $ $[ ]. The following increases or decreases in this Global 2025 Note Security have been made: If you want to elect to have this 2025 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 ¨ Change of Control ¨ If you want to elect to have only part of this 2025 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 this 2025 Notethe Security) 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 [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. XXXX CORP. 0000 Xxxx Xxxxxxxx Xxxxxxx, Xxxxx 000 XxxxxxxxxxxxXxxxxxxx, Xxxxxxx 00000 Xxxxxxxx Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ● ] principal amount of the 4.8755.125% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] 2029 (the “NotesSecurities”)) of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC XXXX CORP. (collectively with their respective its successors and assigns, the “IssuersCompany”). Upon transfer, the Notes 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: Indenture (ARKO Corp.)
CHECKED. The Holder's signature must be guaranteed by an "eligible guarantor institution" meeting the requirement of the 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 Registrar in addition to or in substitution for, STAMP, all in accordance with the Exchange Act. 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, 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. DateDated: NOTICE: To be executed by an ___________________________________________ [Signature of executive officer of purchaser] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: The initial principal amount undersigned owner of this Global 2025 Note is $ . The following increases hereby irrevocably exercises the option to convert this Note, or decreases the portion below designated, into Common Stock of GenCorp Inc. in accordance with the terms of the Indenture referred to in this Global 2025 Note have been made: If you want to elect to have this 2025 Note purchased by Note, and directs that the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indentureshares issuable and deliverable upon conversion, together with any 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 Indenturein payment for fractional shares, 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 [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 issued in the name of and delivered to the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned represents will pay all transfer taxes payable with respect thereto. Any holder of Notes, upon exercise of its conversion rights in accordance with the terms of the Indenture and warrants the Security, agrees to you that:be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. [ ] Convert whole [ ] Convert in part Amount of Note to be converted ($1,000 or integral multiples thereof): $------------------------
Appears in 1 contract
Samples: Indenture (Gencorp 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 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 The initial principal amount of this Global 2025 Note is $ $[ ]. The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 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 2025 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 ($2,000 or any integral multiple of $1,000 in excess thereof): amount: $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 2025 the Note) Signature Guarantee: 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 [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 GentlemenDate: This certificate is delivered to request a transfer Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [$[ ] principal amount of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] •], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “NotesCompany”), the guarantors party hereto (the “New Guarantors”) of MALLINCKRODT INTERNATIONAL FINANCEand THE BANK OF NEW YORK MELLON TRUST COMPANY, S.A. and XXXXXXXXXXXX XX LLC N.A., a national banking association, as trustee (collectively with their respective successors and assigns, the “IssuersTrustee”). 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: Indenture (Energizer Holdings, 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 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 The initial principal amount of this Global 2025 Note is $ $500,000,000. The following increases or decreases in this Global 2025 Note have been made: If you want 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 2025 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 2025 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): $ 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 [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:its authorized officers.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Westlake Chemical Corp)