Common use of Form of Rule 144A Certificate Clause in Contracts

Form of Rule 144A Certificate. Rule 144A Certificate --------------------- To: The Bank of New York, Trustee (the "Trustee") 000 Xxxxxxx Xxxxxx New York, New York 10286 Attention: Corporate Trust Administration Re: Indenture (the "Indenture") dated as of August 13, 1997 among ValuJet --------------------------------------------------------------------- Airlines, Inc. (the "Company"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors (as defined in the Indenture) and the Trustee -------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $____ principal amount of 10 1/2% Senior Secured Notes Due 2001 (the "Securities") issued under the Indenture. We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of Securities to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: __________ __, 199_ SECTION 316. CUSIP Numbers. --------------

Form of Rule 144A Certificate. Rule RULE 144A Certificate --------------------- CERTIFICATE To: The Bank of New YorkChase Manhattan Bank, as Trustee (the "Trustee") 000 Xxxxxxx Xxxx 00xx Xxxxxx New YorkXxx Xxxx, New York 10286 XX 00000 Attention: Corporate Trust Trustee Administration Re: Tenth Supplemental Indenture (the "Indenture") dated as of August 13March 8, 1997 among ValuJet --------------------------------------------------------------------- Airlines, Inc. 1999 between National Steel Corporation (the "CompanyCorporation"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors (as defined in the Indenture) and the Trustee -------------------------------------------------------- -------------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $_____ principal amount of 10 1/2% Senior Secured Notes Due 2001 (the "Securities") bonds issued under the IndentureIndenture and to be designated the "First Mortgage Bonds, 9 7/8% Series A due 2009" (hereinafter called the "2009 Series Bonds"). We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of Securities 2009 Series Bonds to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company Corporation the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Company Corporation are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ SECTION 316. CUSIP Numbers. --------------Signature Guarantee: _______________________________ 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.

Form of Rule 144A Certificate. Rule 144A Certificate --------------------- To: The Bank United States Trust Company of New York, as Debenture Trustee (the "Debenture Trustee") 000 Xxxxxxx Xxxx 00xx Xxxxxx New YorkXxx Xxxx, New York 10286 XX 00000 Attention: Corporate Trust Administration Re: Indenture (the "Indenture") dated as of August 13, 1997 among ValuJet --------------------------------------------------------------------- Airlines, Inc. Tuesday Morning Corporation (the "Company"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors ) 13 1/4% Subordinated Exchange Debentures due 2009 (as defined in the Indenture"Exchange Debentures") and the Trustee -------------------------------------------------------- ------------------------------------------------- Ladies and Gentlemen: This Certificate relates to In connection with our proposed purchase sale of $____ aggregate principal amount of 10 1/2% Senior Secured Notes Due 2001 (the "Securities") issued under the Indenture. We andExchange Debentures, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of confirm that such sale has been effected pursuant to and in accordance with Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of Securities Exchange Debentures to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: __________ __, 199_ SECTION 316. CUSIP Numbers. --------------------------- The Company in issuing the Exchange Debentures may use "CUSIP" numbers (if then generally in use) in addition to serial numbers, and, if so, the Debenture Trustee shall use such "CUSIP" numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers either as printed on the Exchange Debentures or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Exchange Debentures, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Debenture Trustee of any change in the CUSIP numbers.

Form of Rule 144A Certificate. Rule 144A Certificate --------------------- To: The Bank of New York, as Trustee (the "TrusteeTRUSTEE") 000 Xxxxxxx Xxxxxx Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration Re: Indenture (the "IndentureINDENTURE") dated as of August 13March 31, 1997 among ValuJet --------------------------------------------------------------------- Airlines, Inc. 1998 between Xxxxxxxxxx Hermanos S.A. (the "CompanyCOMPANY"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors (as defined in the Indenture) and the Trustee -------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $___________ principal amount of 10 1/2% Senior Secured Notes Due 2001 (the "Securities") issued under the Indenture. We and, if applicable, each account for which we are acting, are "qualified institutional buyersQUALIFIED INSTITUTIONAL BUYERS" within the meaning of Rule 144A ("Rule RULE 144A") under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). We are aware that the transfer of Securities Senior Notes to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Company are entitled to conclusively rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ : -------------------------------- Name: Title: Address: Date of this Certificate: __________ __, 199_ SECTION 316. CUSIP Numbers. --------------____

Form of Rule 144A Certificate. Rule RULE 144A Certificate --------------------- CERTIFICATE To: The Bank of New YorkChase Manhattan Bank, as Trustee (the "Trustee") 000 Xxxxxxx Xxxx 00xx Xxxxxx New YorkXxx Xxxx, New York 10286 XX 00000 Attention: Corporate Trust Trustee Administration Re: Eleventh Supplemental Indenture (the "Indenture") dated as of August 13March 31, 1997 1999 among ValuJet --------------------------------------------------------------------- Airlines, Inc. National Steel Corporation (the "CompanyCorporation"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors (as defined in the Indenture) and the Trustee -------------------------------------------------------- Trustees Ladies and Gentlemen: This Certificate relates to our proposed purchase of $_____ principal amount of 10 1/2% Senior Secured Notes Due 2001 (the "Securities") bonds issued under the IndentureIndenture and to be designated the "First Mortgage Bonds, 9 7/8% Series C due 2009" (hereinafter called the "2009 Series Bonds"). We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of Securities 2009 Series Bonds to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Company Corporation the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Company Corporation are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ SECTION 316. CUSIP Numbers. --------------Signature Guarantee: _______________________________ 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.