Common use of CHECKED Clause in Contracts

CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, 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 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. Dated: NOTICE: To be executed by an executive officer CONVERSION NOTICE TO: CV THERAPEUTICS, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 The undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Liquidated Damages, if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears on the face of this Security)

Appears in 1 contract

Samples: Indenture (Cv Therapeutics Inc)

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CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a "Qualified Institutional Buyer" “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 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 Company 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. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer CONVERSION NOTICE TO: CV THERAPEUTICS, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 The undersigned registered owner following exchanges of a part of this Security hereby irrevocably exercises Global Note for other 13.75% Senior Secured Notes have been made: Each Guarantor listed below (hereinafter referred to as the option “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 convert this Securitytime, 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 due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the portion hereof Trustee all in accordance with the terms set forth in Article IV of the Indenture, (which is $1,000 principal amount ii) in case of any extension of time of payment or an integral multiple thereof) below designatedrenewal of any Notes or any such other obligations, into shares of Common Stock that the same will be promptly paid in full when due or performed in accordance with the terms of the Indenture referred to in this Securityextension or renewal, whether at stated maturity, by acceleration or otherwise, and directs (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 the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note 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 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 and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the shares issuable Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and deliverable upon such conversion, together Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any check applicable blue sky securities laws of any state of the United 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 payment for fractional shares any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, XX 00000 Facsimile: xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxx Xxxxxxx, General Counsel U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxxxxxxxx Re:Xxxx Xxxxxx Holdings Corp. (the “ Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and any Securities representing any unconverted Gentlemen: In connection with our proposed sale of $________ aggregate principal amount hereofof the Notes, be issued and delivered to the registered holder hereof unless a different name we confirm that such sale has been indicated below. If shares or any portion effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of this Security not converted are to be issued in 1933, as amended (the name of a person other than the undersigned“Securities Act”), the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Liquidated Damagesand, if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears on the face of this Security)accordingly, we represent that:

Appears in 1 contract

Samples: Indenture (Jack Cooper Holdings Corp.)

CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a "Qualified Institutional Buyer" “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 Act, 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 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. Dated:_________________ 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 CONVERSION NOTICE TO: CV THERAPEUTICSa QIB, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 The undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, (B) purchasing for its own account or the portion hereof account of a QIB in a transaction meeting the requirements of Rule 144A, and (which is $1,000 principal amount or an integral multiple thereofC) below designated, into shares of Common Stock in accordance with the terms all applicable securities laws of the Indenture referred to in this Security, States of the United States and directs that other jurisdictions. This certificate and the shares issuable statements contained herein are made for your benefit and deliverable upon such conversion, together with any check in payment for fractional shares the benefit of the Company and any Securities representing any unconverted are dated [●]. [Insert Name of Transferor] By: Name: Title: The initial principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name Global Note is DOLLARS ($ ). The following exchanges of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Liquidated Damages, if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears on the face part of this Security)Global Note for certificated Notes or a part of another Global Note have been made:

Appears in 1 contract

Samples: First Supplemental Indenture (Marvell Technology Group LTD)

CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that each of it and any such account is a "Qualified Institutional Buyerqualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 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 Company 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. Dated: ----------------- -------------------------------------- NOTICE: To be executed by an executive officer CONVERSION NOTICE TO: CV THERAPEUTICSofficer. Exhibit C [FORM OF EXCHANGE DEBENTURE] [FORM OF FACE OF SECURITY] CUSIP NO. ------------- No. $ ------ ---------- ILLINOIS CENTRAL RAILROAD COMPANY 7.70% Debentures due 2096 ILLINOIS CENTRAL RAILROAD COMPANY, INC. 0000 Xxxxxx Xxxxx Palo Altoa Delaware corporation (such corporation, California 94304 The undersigned and 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 owner assigns, the principal 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 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 hereby irrevocably exercises to which interest has been paid, unless the option date hereof is the date to convert which interest has been paid, in which case from the date of this Security, or unless no interest has been paid on the portion 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 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 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 calendar month preceding any March 15 or September 15, as 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 is $1,000 principal amount interest has been paid, or, if no interest has been paid on the Securities, from December 17, 1996. The interest so payable on any March 15 or an integral multiple thereof) below designatedSeptember 15 will, into shares of Common Stock subject to certain exceptions provided in accordance with the terms of the Indenture referred to in this Security, and directs that on the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount reverse hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned Person in whose name this Security is registered at the close of business on account 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, (including i) interest on Exchange Debentures (as defined in the First Supplemental Indenture referred to herein) and 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 DamagesDamages (as defined in such First Supplemental Indenture), if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears , that accrue on Original Debentures prior to the exchange of such Original Debentures for Exchange Debentures shall be payable to the Persons, at the times and otherwise on the face terms provided in such First Supplemental Indenture and the Registration Rights Agreement. Reference is made to the further provisions of this Security)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 Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a "Qualified Institutional Buyer" “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 Act, 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 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. Dated:_________________ 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 CONVERSION NOTICE TO: CV THERAPEUTICSa QIB, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 The undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, (B) purchasing for its own account or the portion hereof account of a QIB in a transaction meeting the requirements of Rule 144A, and (which is $1,000 principal amount or an integral multiple thereofC) below designated, into shares of Common Stock in accordance with the terms all applicable securities laws of the Indenture referred to in this Security, States of the United States and directs that other jurisdictions. This certificate and the shares issuable statements contained herein are made for your benefit and deliverable upon such conversion, together with any check in payment for fractional shares the benefit of the Company and any Securities representing any unconverted are dated [•]. [Insert Name of Transferor] By: Name: Title: The initial principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name Global Note is DOLLARS ($ ). The following exchanges of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Liquidated Damages, if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears on the face part of this Security)Global Note for certificated Securities or a part of another Global Note have been made:

Appears in 1 contract

Samples: First Supplemental Indenture (Marvell Technology Group LTD)

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CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a "Qualified Institutional Buyer" “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 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 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. Dated: NOTICENotice: To be executed by an executive officer CONVERSION NOTICE TOIf you want to elect to have this Security purchased by the Company pursuant to Section 1014 or 1015 of the Indenture, check the box: CV THERAPEUTICS, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 The undersigned registered owner ¨ If you want to elect to have only part of this Security hereby irrevocably exercises purchased by the option Company pursuant to convert this SecuritySection 1014 or 1015 of the Indenture, state the amount in principal amount: $ Dated: 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 (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designatedin substitution for, into shares of Common Stock STAMP, all in accordance with the terms Securities Exchange Act of 1934, as amended. OR PRIVATE EXCHANGE SECURITY]*/**/ */ [If the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are is to be issued in global form add the name 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 person other than the undersignedNevada corporation, promises to pay to Cede & Co., or registered assigns, the undersigned will pay all transfer taxes payable with respect theretoprincipal sum of Dollars on August 15, 2010. Any amount required to be paid to 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 undersigned on account other side of interest (including Liquidated Damages, if any) accompanies this Security. Dated: Your By Name: (Print your name exactly Xxxxxxx X. Xxxx XX Title: Executive Vice President, General Counsel and Corporate Secretary THE BANK OF NEW YORK, as it appears on Trustee, certifies that this is one of the face of this Security)Securities referred to in the Indenture. By Authorized Signatory

Appears in 1 contract

Samples: Indenture (Oci Holdings Inc)

CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a "Qualified Institutional Buyer" “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 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 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. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer CONVERSION NOTICE TO: CV THERAPEUTICS, INC. 0000 Xxxxxx Xxxxx Palo Alto, California 94304 SCHEDULE OF EXCHANGES OF 121/2% SENIOR SECURED NOTES The undersigned registered owner following exchanges of a part of this Security hereby irrevocably exercises Global Note for other 121/2% Senior Secured Notes have been made: Amount of Decrease Amount of Increase Following Such of Trustee or 121/2% The Guarantor listed below (hereinafter referred to as the option “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 convert this Securitytime, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the portion hereof Trustee all in accordance with the terms set forth in Article XII of the Indenture, (which is $1,000 principal amount ii) in case of any extension of time of payment or an integral multiple thereof) below designatedrenewal of any Notes or any such other obligations, into shares of Common Stock that the same will be promptly paid in full when due or performed in accordance with the terms of the Indenture referred to in this Securityextension or renewal, whether at stated maturity, by acceleration or otherwise, and directs (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 the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note 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 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 and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the shares issuable Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and deliverable upon such conversion, together person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any check applicable blue sky securities laws of any state of the United 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 payment for fractional shares any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 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 any Securities representing any unconverted Gentlemen: In connection with our proposed sale of $ aggregate principal amount hereofof the Notes, be issued and delivered to the registered holder hereof unless a different name we confirm that such sale has been indicated below. If shares or any portion effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of this Security not converted are to be issued in 1933, as amended (the name of a person other than the undersigned“Securities Act”), the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Liquidated Damagesand, if any) accompanies this Security. Dated: Your Name: (Print your name exactly as it appears on the face of this Security)accordingly, we represent that:

Appears in 1 contract

Samples: Indenture (Jeffboat LLC)

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