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, as Trustee (the "Trustee") 00 Xxxxxxxx 00xx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Re: Xxxxx Xxxxx International, Inc. (the "Company") 9 1/2% Senior Secured Notes due 2009 (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:

Form of Regulation S Certificate. Regulation S Certificate ------------------------ To: State Street Bank and Trust CompanyCompany of Missouri, N.A., as Trustee (the "Trustee") 00 Xxxxxxxx 00xx XxxxxCorporate Trust Department Two International Place -- 0/xx/ Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx Xxxxxxxx Xxx Xxxx, XX Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxx Xxxx ____________________ Re: Xxxxx Xxxxx International, Inc. Oscar I Corporation (the "Company") 9 1/2% Floating Rate Senior Secured Subordinated Notes due 2009 2007 (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:

Form of Regulation S Certificate. Regulation S Certificate ------------------------ To: State Street Bank and United States Trust CompanyCompany of New York, as Debenture Trustee (the "Debenture Trustee") 00 Xxxxxxxx 000 Xxxx 00xx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Corporate Trust Administration Re: Xxxxx Xxxxx International, Inc. Tuesday Morning Corporation (the "Company") 9 1/213 1/4% Senior Secured Notes Subordinated Exchange Debentures due 2009 (the "NotesExchange Debentures") -------------------------------------------------- ------------------------------------------------- Ladies and Gentlemen: In connection with our proposed sale of $_______ aggregate principal amount of NotesExchange Debentures, 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:

Form of Regulation S Certificate. Regulation S Certificate ------------------------ To: State Street Bank and Trust CompanyCompany of Missouri, N.A., as Trustee (the "Trustee") 00 Xxxxxxxx 00xx XxxxxCorporate Trust Department Two International Place -- 0/xx/ Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx Xxxxxxxx Xxx Xxxx, XX Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxx Xxxx ____________________ Re: Xxxxx Xxxxx International, Inc. Oscar I Corporation (the "Company") 9 1/23/4% Senior Secured Subordinated Notes due 2009 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: