Form of Transfer Notice. (To be executed by the registered Holder if such Holder desires to transfer this Bond) To [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attention: [ ] ------------------------- FOR VALUE RECEIVED the undersigned registered Holder hereby sells, assigns and transfers unto: Name of Assignee: ----------------------------------------- Taxpayer Identification Number of Assignee: --------------- (Please print or typewrite name and address including zip code of assignee) [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- the within Bond and all rights thereunder, hereby irrevocably constituting and appointing [____________________] attorney to transfer such Bond on the books of the Issuer with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT REGULATION S PHYSICAL BONDS] In connection with any transfer of this Bond occurring prior to the date which is the earlier of the date of an effective Registration Statement or [__________] the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] (a) this Bond is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] (b) this Bond is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Bond and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Bond in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: ----------------------- By ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Bond 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 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: ----------------------- By ----------------------------------- NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD ON OR AFTER January 22, 2002 [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: This letter relates to U.S. $__________ principal amount of Bonds represented by the Regulation S Global Bond (as defined in this Indenture) which bears a legend outlining restrictions upon transfer of such Regulation S Global Bond. Pursuant to Section 202 of the Indenture (the "Indenture") dated as of December 12, 2001 relating to the Bonds, we hereby certify that we are (or we will hold such Bonds on behalf of) a person outside the United States to whom the Bonds could be transferred in accordance with Rule 904 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Bonds, all in the manner provided by the Indenture. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By ------------------------------------ Authorized Signature C-1 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] [ ], as Trustee ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed purchase of $[__________] aggregate principal amount of the Bonds: 1. We understand that the Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Bonds to offer, sell or otherwise transfer such Bonds prior to the date which is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Bonds, or any predecessor thereto (the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Bonds are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB 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 (as defined in the Indenture pursuant to which the Bonds were issued) that occur outside the United States within the meaning of Regulations S under the Securities Act, (e) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Bonds for its own account or for the account of such an institutional "accredited investor" for investment D-1 purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property and the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Bonds is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) or Rule 501 under the Securities Act and that it is acquiring such Bonds for investment purposes and not for distribution in violation of the Securities Act. We acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Bonds pursuant to clauses (d), (e) and (f) above to require the delivery of an Opinion of Counsel (as defined in the Indenture pursuant to which the Bonds were issued) certifications and/or other information satisfactory to the Issuer and the Trustee. 2. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional "accredited investor," and we are acquiring the Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Bonds, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 3. We are acquiring the Bonds purchased by us for our own account, or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter. 4. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter 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, [Insert Name of Transferor] By -------------------------------- Name: Title: Dated: ---------------------- Upon transfer, the Bonds should be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 [-------------------------] [-------------------------] [-------------------------] Attention: [ ] -------------- Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed sale of $[__________] aggregate principal amount of the Bonds, 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 represent that: (1) the offer of the Bonds was not made to a person in the United States and the proposed transferee is a Non-U.S. Person (as defined in the Indenture pursuant to which the Bonds were issued); (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. E-1 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Insert Name of Transferor] By ---------------------------------------- Name: Title: Dated: ----------------------
Appears in 1 contract
Samples: Indenture (Cedar Brakes Ii LLC)
Form of Transfer Notice. (To be executed by the registered Holder if such Holder desires to transfer this Bond) To [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attention: [ ] ------------------------- FOR VALUE RECEIVED the undersigned registered Holder holder hereby sellssell(s), assigns assign(s) and transfers unto: Name of Assignee: ----------------------------------------- transfer(s) unto Insert Taxpayer Identification Number of Assignee: --------------- (Please No. ------------------------------------------------------------------------------- please print or typewrite name and address including zip code of assignee) [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- assignee ------------------------------------------------------------------------------- the within Bond Certificate and all rights thereunder, hereby irrevocably constituting and appointing [____________________] ------------------------------------------------------------------------------- attorney to transfer such Bond said Certificate on the books of the Issuer Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT REGULATION S PHYSICAL BONDS] In connection with any transfer of this Bond occurring prior to the date which is the earlier of the date of an effective Registration Statement or [__________] the undersigned confirms that without utilizing any general solicitation or general advertising thatDate: [Check One]
(a) this Bond is being transferred in compliance with the exemption from registration under the Securities Act Name of 1933, as amended, provided by Rule 144A thereunder. or [ Transferor] (b) this Bond is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Bond and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Bond in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: ----------------------- By ----------------------------------- NOTICENOTE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED------------------ MANNER OF TRANSFER This form shall be completed if this Certificate or an interest herein is transferred within two years after the later of the original issuance of the certificate or the last date on which this certificate was held by United Air Lines, Inc., the Trustee or any Affiliate of any such Person. This form shall be delivered to the Trustee upon completion. The undersigned represents and warrants that it is purchasing this Bond 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 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: ----------------------- By ----------------------------------- NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD ON OR AFTER January 22, 2002 [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: This letter relates to U.S. $__________ principal amount of Bonds represented by the Regulation S Global Bond (as defined in this Indenture) which bears a legend outlining restrictions upon transfer of such Regulation S Global Bond. Pursuant to Section 202 Holder of the Indenture (the "Indenture") dated as of December 12United Airlines Enhanced Pass Through Certificate, 2001 relating to the Bonds, we Series 2000-1C-2 hereby certify that we are (or we will hold such Bonds on behalf of) transfers a person outside the United States to whom the Bonds could be transferred in accordance with Rule 904 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Bonds, all beneficial interest in the manner provided by the Indenture. You and the Issuer are entitled aforesaid certificate 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By ------------------------------------ Authorized Signature C-1 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] [ ], as Trustee ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed purchase of $[__________] aggregate principal amount ______, in one of the Bonds:
1. We understand that the Bonds have not been and will not be registered under the Securities Act of 1933following permissible transfers: [_] To United Air Lines, as amended (the "Securities Act"), and may not be sold except as permitted Inc. [_] To a qualified institutional buyer in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Bonds to offer, sell or otherwise transfer such Bonds prior to the date which is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Bonds, or any predecessor thereto (the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Bonds are eligible for resale pursuant to compliance with Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB 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 (as defined in the Indenture pursuant to which the Bonds were issued) that occur outside the United States within the meaning of Regulations S under the Securities Act, (e) to [_] To an institutional "accredited investor" within investor acquiring $100,000 or more aggregate principal amount of this Certificate that has, prior to this transfer, furnished to the meaning Trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of subparagraph (a)(1), (2), (3) or (7) of this Certificate [_] Pursuant to the exemption from registration provided by Rule 501 144 under the Securities Act that is acquiring the Bonds for its own account or for the account of such (if available) [_] Pursuant to an institutional "accredited investor" for investment D-1 purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or (f) pursuant to any other available exemption from the effective registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property and the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Bonds is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) or Rule 501 statement under the Securities Act and that it is acquiring such Bonds for investment purposes and not for distribution in violation of the Securities Act. We acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination EXHIBIT B --------- SCHEDULED PAYMENTS OF PRINCIPAL ON CLASS C-2 CERTIFICATES Payment Date of the Bonds pursuant to clauses (d), (e) and (f) above to require the delivery of an Opinion of Counsel (as defined in the Indenture pursuant to which the Bonds were issued) certifications and/or other information satisfactory to the Issuer and the Trustee.
2. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional "accredited investor," and we are acquiring the Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Bonds, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
3. We are acquiring the Bonds purchased by us for our own account, or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter.
4. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter 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, [Insert Name of Transferor] By -------------------------------- Name: Title: Dated: ---------------------- Upon transfer, the Bonds should be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 [-------------------------] [-------------------------] [-------------------------] Attention: [ ] -------------- Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed sale of $[__________] aggregate principal amount of the Bonds, 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 represent that:
(1) the offer of the Bonds was not made to a person in the United States and the proposed transferee is a Non-U.S. Person (as defined in the Indenture pursuant to which the Bonds were issued);
(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. E-1 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Insert Name of Transferor] By ---------------------------------------- Name: Title: Dated: ----------------------Principal Payment ------------ -----------------
Appears in 1 contract
Form of Transfer Notice. (To be executed by the registered Holder if such Holder desires to transfer this Bond) To [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attention: [ ] ------------------------- FOR VALUE RECEIVED the undersigned registered Holder holder hereby sellssell(s), assigns assign(s) and transfers unto: Name of Assignee: ----------------------------------------- transfer(s) unto Insert Taxpayer Identification Number of Assignee: --------------- (Please print or typewrite name and address including zip code of assignee) [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- the within Bond and all rights thereunder, hereby irrevocably constituting and appointing [No. ____________________] attorney to transfer such Bond on the books of the Issuer with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT REGULATION S PHYSICAL BONDS] In connection with any transfer of this Bond occurring prior to the date which is the earlier of the date of an effective Registration Statement or [__________] __________________________________________________ please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------------- the undersigned confirms that without utilizing any general solicitation or general advertising thatwithin Certificate and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises. Date: [Check One]
(a) this Bond is being transferred in compliance with the exemption from registration under the Securities Act Name of 1933, as amended, provided by Rule 144A thereunder. or [ Transferor] (b) this Bond is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Bond and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Bond in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: ----------------------- By ----------------------------------- NOTICE____________________________________ NOTE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Bond 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 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: ----------------------- By ----------------------------------- NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD ON OR AFTER January 22, 2002 [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: This letter relates to U.S. $:_____________ principal amount of Bonds represented by MANNER OF TRANSFER This form shall be completed if this Certificate or an interest herein is transferred within two years after the Regulation S Global Bond (as defined in this Indenture) which bears a legend outlining restrictions upon transfer of such Regulation S Global Bond. Pursuant to Section 202 later of the Indenture (original issuance of the "Indenture") dated as certificate or the last date on which this certificate was held by United Air Lines, Inc., the Trustee or any Affiliate of December 12, 2001 relating any such Persons. This form shall be delivered to the Bonds, we hereby certify that we are (or we will hold such Bonds on behalf of) a person outside Trustee upon completion. The Holder of the United States to whom the Bonds could be transferred in accordance with Rule 904 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933Airlines Enhanced Pass Through Certificate, as amended. Accordingly, you are Series 2000-1C-1 hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Bonds, all transfers a beneficial interest in the manner provided by the Indenture. You and the Issuer are entitled aforesaid certificate 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By ------------------------------------ Authorized Signature C-1 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] [ ], as Trustee ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed purchase of $[__________] aggregate principal amount ______, in one of the Bonds:
1. We understand that the Bonds have not been and will not be registered under the Securities Act of 1933following permissible transfers: [ ] To United Air Lines, as amended (the "Securities Act"), and may not be sold except as permitted Inc. [ ] To a qualified institutional buyer in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Bonds to offer, sell or otherwise transfer such Bonds prior to the date which is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Bonds, or any predecessor thereto (the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Bonds are eligible for resale pursuant to compliance with Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB 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 (as defined in the Indenture pursuant to which the Bonds were issued) that occur outside the United States within the meaning of Regulations S under the Securities Act, (e) to [ ] To an institutional "accredited investor" within investor acquiring $100,000 or more aggregate principal amount of this Certificate that has, prior to this transfer, furnished to the meaning Trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of subparagraph (a)(1), (2), (3) or (7) of this Certificate [ ] Pursuant to the exemption from registration provided by Rule 501 144 under the Securities Act that is acquiring the Bonds for its own account or for the account of such (if available) [ ] Pursuant to an institutional "accredited investor" for investment D-1 purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or (f) pursuant to any other available exemption from the effective registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property and the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Bonds is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) or Rule 501 statement under the Securities Act and that it is acquiring such Bonds for investment purposes and not for distribution in violation of the Securities Act. We acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination EXHIBIT B --------- SCHEDULED PAYMENTS OF PRINCIPAL ON CLASS C-1 CERTIFICATES Payment Date of the Bonds pursuant to clauses (d), (e) and (f) above to require the delivery of an Opinion of Counsel (as defined in the Indenture pursuant to which the Bonds were issued) certifications and/or other information satisfactory to the Issuer and the Trustee.
2. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional "accredited investor," and we are acquiring the Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Bonds, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
3. We are acquiring the Bonds purchased by us for our own account, or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter.
4. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter 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, [Insert Name of Transferor] By -------------------------------- Name: Title: Dated: ---------------------- Upon transfer, the Bonds should be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 [-------------------------] [-------------------------] [-------------------------] Attention: [ ] -------------- Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed sale of $[__________] aggregate principal amount of the Bonds, 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 represent that:
(1) the offer of the Bonds was not made to a person in the United States and the proposed transferee is a Non-U.S. Person (as defined in the Indenture pursuant to which the Bonds were issued);
(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. E-1 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Insert Name of Transferor] By ---------------------------------------- Name: Title: Dated: ----------------------Principal Payment ------------ -----------------
Appears in 1 contract
Form of Transfer Notice. (To be executed by the registered Holder if such Holder desires to transfer this Bond) To [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attention: [ ] ------------------------- FOR VALUE RECEIVED the undersigned registered Holder holder hereby sellssell(s), assigns assign(s) and transfers unto: Name of Assignee: ----------------------------------------- transfer(s) unto Insert Taxpayer Identification Number of Assignee: --------------- (Please No. ---------------------------- ---------------------------- please print or typewrite name and address including zip code of assignee) [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- assignee ---------------------------- the within Bond Certificate and all rights thereunder, hereby irrevocably constituting and appointing [____________________] ---------------------------- attorney to transfer such Bond said Certificate on the books of the Issuer Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT EXCHANGE CERTIFICATES AND PERMANENT REGULATION S OFFSHORE GLOBAL AND UNLEGENDED OFFSHORE PHYSICAL BONDSCERTIFICATES] In connection with any transfer of this Bond Certificate occurring prior to the date which that is the earlier of (i) the date of an effective Registration Statement Event or [__________] (ii) the end of the period referred to in Rule 144(k) of the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One]
(a) this Bond Certificate is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] or
(b) this Bond Certificate is being transferred other than in accordance with (a) above and documents are being furnished which that comply with the conditions of transfer set forth in this Bond Certificate and the IndentureAgreement. If none neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Bond Certificate in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 8.06 of the Indenture Trust Supplement shall have been satisfied. Dated: ----------------------- By ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Bond 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 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: ----------------------- By ----------------------------------- NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD ON OR AFTER January 22, 2002 [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: This letter relates to U.S. $__________ principal amount of Bonds represented by the Regulation S Global Bond (as defined in this Indenture) which bears a legend outlining restrictions upon transfer of such Regulation S Global Bond. Pursuant to Section 202 of the Indenture (the "Indenture") dated as of December 12, 2001 relating to the Bonds, we hereby certify that we are (or we will hold such Bonds on behalf of) a person outside the United States to whom the Bonds could be transferred in accordance with Rule 904 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Bonds, all in the manner provided by the Indenture. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By ------------------------------------ Authorized Signature C-1 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] [ ], as Trustee ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed purchase of $[__________] aggregate principal amount of the Bonds:
1. We understand that the Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Bonds to offer, sell or otherwise transfer such Bonds prior to the date which is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Bonds, or any predecessor thereto (the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Bonds are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB 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 (as defined in the Indenture pursuant to which the Bonds were issued) that occur outside the United States within the meaning of Regulations S under the Securities Act, (e) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Bonds for its own account or for the account of such an institutional "accredited investor" for investment D-1 purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property and the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Bonds is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) or Rule 501 under the Securities Act and that it is acquiring such Bonds for investment purposes and not for distribution in violation of the Securities Act. We acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Bonds pursuant to clauses (d), (e) and (f) above to require the delivery of an Opinion of Counsel (as defined in the Indenture pursuant to which the Bonds were issued) certifications and/or other information satisfactory to the Issuer and the Trustee.
2. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional "accredited investor," and we are acquiring the Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Bonds, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
3. We are acquiring the Bonds purchased by us for our own account, or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter.
4. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter 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, [Insert Name of Transferor] By -------------------------------- Name: Title: Dated: ---------------------- Upon transfer, the Bonds should be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 [-------------------------] [-------------------------] [-------------------------] Attention: [ ] -------------- Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed sale of $[__________] aggregate principal amount of the Bonds, 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 represent that:
(1) the offer of the Bonds was not made to a person in the United States and the proposed transferee is a Non-U.S. Person (as defined in the Indenture pursuant to which the Bonds were issued);
(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. E-1 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Insert Name of Transferor] By ---------------------------------------- Name: Title: Dated: ----------------------
Appears in 1 contract
Samples: Trust Supplement (Atlas Air Inc)
Form of Transfer Notice. (To be executed by the registered Holder if such Holder desires to transfer this Bond) To [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attention: [ ] ------------------------- FOR VALUE RECEIVED the undersigned registered Holder holder hereby sellssell(s), assigns assign(s) and transfers unto: Name of Assignee: ----------------------------------------- transfer(s) unto Insert Taxpayer Identification Number of Assignee: --------------- (Please No. ---------------------------------- ---------------------------------- please print or typewrite name and address including zip code of assignee) [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- assignee ---------------------------------- the within Bond Certificate and all rights thereunder, hereby irrevocably constituting and appointing [____________________] ---------------------------------- attorney to transfer such Bond said Certificate on the books of the Issuer Trustee with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT EXCHANGE CERTIFICATES AND PERMANENT REGULATION S OFFSHORE GLOBAL AND UNLEGENDED OFFSHORE PHYSICAL BONDSCERTIFICATES] In connection with any transfer of this Bond Certificate occurring prior to the date which that is the earlier of (i) the date of an effective Registration Statement Event or [__________] (ii) the end of the period referred to in Rule 144(k) of the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One]
(a) this Bond Certificate is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. or [ ] or
(b) this Bond Certificate is being transferred other than in accordance with (a) above and documents are being furnished which that comply with the conditions of transfer set forth in this Bond Certificate and the IndentureAgreement. If none neither of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Bond Certificate in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 8.06 of the Indenture Trust Supplement shall have been satisfied. DatedDate: ----------------------- By ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Bond 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 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: ----------------------- By ----------------------------------- NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD ON OR AFTER January 22, 2002 [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary [ ] ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: This letter relates to U.S. $__________ principal amount of Bonds represented by the Regulation S Global Bond (as defined in this Indenture) which bears a legend outlining restrictions upon transfer of such Regulation S Global Bond. Pursuant to Section 202 of the Indenture (the "Indenture") dated as of December 12, 2001 relating to the Bonds, we hereby certify that we are (or we will hold such Bonds on behalf of) a person outside the United States to whom the Bonds could be transferred in accordance with Rule 904 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Bonds, all in the manner provided by the Indenture. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By ------------------------------------ Authorized Signature C-1 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS [date] [ ], as Trustee ------------------------- [ ] ------------------------- [ ] ------------------------- Attn: [ ] ------------------ Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attn: Secretary Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed purchase of $[__________] aggregate principal amount of the Bonds:
1. We understand that the Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Bonds to offer, sell or otherwise transfer such Bonds prior to the date which is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Bonds, or any predecessor thereto (the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Bonds are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB 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 (as defined in the Indenture pursuant to which the Bonds were issued) that occur outside the United States within the meaning of Regulations S under the Securities Act, (e) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Bonds for its own account or for the account of such an institutional "accredited investor" for investment D-1 purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property and the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Bonds is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) or Rule 501 under the Securities Act and that it is acquiring such Bonds for investment purposes and not for distribution in violation of the Securities Act. We acknowledge that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Bonds pursuant to clauses (d), (e) and (f) above to require the delivery of an Opinion of Counsel (as defined in the Indenture pursuant to which the Bonds were issued) certifications and/or other information satisfactory to the Issuer and the Trustee.
2. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional "accredited investor," and we are acquiring the Bonds for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Bonds, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
3. We are acquiring the Bonds purchased by us for our own account, or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter.
4. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter 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, [Insert Name of Transferor] By -------------------------------- Name: Title: Dated: ---------------------- Upon transfer, the Bonds should be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [date] Cedar Brakes II, L.L.C. 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 [-------------------------] [-------------------------] [-------------------------] Attention: [ ] -------------- Re: Cedar Brakes II, L.L.C. (the "Issuer") 9.875% Series A Senior Secured Bonds due 2013 (the "Bonds") Ladies and Gentlemen: In connection with our proposed sale of $[__________] aggregate principal amount of the Bonds, 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 represent that:
(1) the offer of the Bonds was not made to a person in the United States and the proposed transferee is a Non-U.S. Person (as defined in the Indenture pursuant to which the Bonds were issued);
(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. E-1 In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be. 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. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Insert Name of Transferor] By ---------------------------------------- Name: Title: Dated: --------------------------------------------- -----------------------------
Appears in 1 contract
Samples: Trust Supplement (Atlas Air Inc)
