Common use of Form of Regulation S Certificate Clause in Contracts

Form of Regulation S Certificate. Regulation S Certificate ------------------------ To: State Street Bank and Trust Company of Missouri, N.A., as Trustee (the "Trustee") Corporate Trust Department Two International Place -- 0/xx/ Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: ____________________ Re: Oscar I Corporation (the "Company") 9 3/4% Senior Subordinated Notes due 2008 (the "Notes") ------------------------------------------------------- Ladies and Gentlemen: In connection with our proposed sale of $____ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), and accordingly, we hereby certify as follows: 1. The offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting is excluded from the definition of "U.S. person" pursuant to Rule 902(o) of Regulation S under the circumstances described in Rule 902(i)(3) of Regulation S) or specifically targeted at an identifiable group of U.S.

Form of Regulation S Certificate. Regulation S Certificate ------------------------ To: State Street Bank and United States Trust Company of MissouriNew York 000 Xxxx 00xx Xxxxxx Xxx Xxxx, N.A., as Trustee (the "Trustee") Xxx Xxxx 00000 Attention: Corporate Trust Department Two International Place -- 0/xx/ Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: ____________________ Re: Oscar I Corporation Xxxxx X. Xxxxxxxxx Company (the "Company") 9 3/41/2% Senior Subordinated Notes due 2008 2005 (the "Notes") ------------------------------------------------------- ------------------------------------------ Ladies and Gentlemen: In connection with our proposed sale of $____ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), and accordingly, we hereby certify as follows: 1. The offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting is excluded from the definition of "U.S. person" pursuant to Rule 902(o) of Regulation S under the circumstances described in Rule 902(i)(3) of Regulation S) or specifically targeted at an identifiable group of U.S.