Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC INTERNATIONAL COMPANY LIMITED By:______________________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP CAPITAL INVESTORS, LIMITED By:_________________________________ Name: Title: ANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to prepare (i) the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 12-3/4% Senior Subordinated Notes due 2009 (the "NOTES"), on behalf of the beneficial owners thereof, filed by ChipPAC International Company Limited (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Notes (the "SELLING SECURITYHOLDERS") pursuant to the Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with the Shelf Registration Statement. By electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.
Appears in 1 contract
Samples: Citigroup Inc
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC INTERNATIONAL COMPANY LIMITED By:______________________________________ : /s/ XXXXXX XXXXXX ------------------------------------- Name: Xxxxxx Xxxxxx Title: Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP CAPITAL INVESTORS, LIMITED By:_________________________________ : /s/ XXXXX X. XXXXX ---------------------------------- Name: Xxxxx X. Xxxxx Title: President ANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to prepare (i) the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 12-3/4% Senior Subordinated Notes due 2009 (the "NOTES"), on behalf of the beneficial owners thereof, filed by ChipPAC International Company Limited (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Notes (the "SELLING SECURITYHOLDERS") pursuant to the Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with the Shelf Registration Statement. By electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.
Appears in 1 contract
Samples: Citigroup Inc
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Purchaser several Initial Purchasers and the Company Issuer and the Guarantors in accordance with its terms. Very truly yours, CHIPPAC INTERNATIONAL COMPANY LIMITED SHG ACQUISITION CORP. By:____________________________ Name: Robert M. Le Blanc Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP CAPITAL INVESTORS, LIMITED ByCREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. Xx:_________________________________ NameXxxx: Title: SCHEDULE I List of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment Group, Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Rehabilitation Center GP, LLC Brier Oak on Sunset, LLC Carehouse Healthcare Center, LLC Carson Senior Assisted Living, LLC Clairmont Beaumont GP, LLC Clairmonx Xxxxview GP, LLC Colonial New Braxxxxxx XX, XXX Xxxonial Tylxx XX, XXC Comanche Nursing Center GP, LLC Coronado Nursing Center XX, XXX Devonshire Care Center, LLC Elmcrest Care Center, LLC Eureka Healthcare and Rehabilitation Center, LLC Flatonia Oak Manor GP, LLC Fountain Care Center, LLC Fountain Senior Assisted Living, LLC Fountain View Subacute and Nursing Center, LLC Granada Healthcare and Rehabilitation Center, LLC Guadalupe Valley Nursing Center GP, LLC Hallettsville Rehabilitation GX, XXX Xxllmark Rehabilitation GP, LLC Hancock Park Rehabilitation Center, LLC Hancock Park Senior Assisted Lxxxxx, LLC Hemet Senior Assisted Living, XXX Xxghland Healthcare and Rehabilitation Center, LLC Hospice Care Investments, LLC Hospice Care of the West, LLC Hospitality Nursing GP, LLC Leasehold Resource Group, LLC Live Oak Nursing Center GP, LLC Louisburg Healthcare and Rehabilitation Center, LLC Montebello Care Center, LLC Monument Rehabilitation GP, LLC Oak Crest Nursing Center GP, LLC Oakland Manor GP, LLC Pacific Healthcare and Rehabilitation Center, LLC Richmond Healthcare and Rehabilitation Center, LLC Rio Hondo Subacute and Nursing Center, LLC Rossville Healthcare and Rehabilitation Center, LLC Royalwood Care Center, LLC Seaview Healthcare and Rehabilitation Center, LLC Sharon Care Center, LLC Shawnee Gardens Healthcare and Rehabilitation Xxxxxx, LLC Skilled Healthcare, LLC Southwest Payroll Services, LLC Southwood Care Center GP, LLC Spring Senior Assisted Living, LLC St. Elizabeth Healthcare and Rehabilitation Center, LLC St. Luke Healthcarx xxx Xxxabilitation Center, LLC Sycamore Park Care Center, LLC Texas Cityview Care Center GP, LLC Texas Heritage Oaks Nursing and Rehabilitation Center GP, LLC The Clairmont Tyler GP, LLC The Earlwood, LLC The Heights of Summerlin, LLX Xxx Xxxxxxxxx Healthcare Center GP, LLC Town and Countrx Xxxxx XP, LLC Travelmark Staffing, LLC Valley Healthcare Center, LLC Villa Maria Healthcare Center, LLC Vintage Park at Atchison, LLC Vintaxx Xxxx xx Baldwin City, LLC Vintage Park at Gardnex, XXX Xintage Part at Lenexa, XXX Xxntage Park at Louisburg, LLX Xxxxxge Park at Osawatomie, LLC Vintage Park at Ottawa, LLC Vintage Park at Paola, LLC Vintage Park at Stanley, LLC Wathena Healthcare and Rehabilitation Center, LLC West Sixx Xxxxus of Xxxx XX, LLC Willow Creek Healthcare Center, LLC Woodland Care Center, LLC Delaware Limited Partnerships -------------------------------------- Briarcliff Nursing and Rehabilitation Center, LP Clairmont Beaumont, LP Clairmont Longview, LP Colonial New Braunfelx Xxxx Xxxxxr, LP Colonxxx Xxxxx Xxre Center, LP Comanche Nursing Center, LP Coronado Nursing Center, LP Flatonia Oak Manor, LP Guadalupe Valley Xxxxxxx Xxnter, LP Hallettsville Rehabilitation and Nursing Center, LP Hallmark Rehabilitation, LP Hospice of the West, LP Hospitality Nursing and Rehabilitation Center, LP Live Oak Nursing Center, LP Monument Rehabilitation and Nursing Center, LP Oak Crest Nursing Center, LP Oakland Manor Nursing Center, LP SHG Resources, LP Southwood Care Center, LP Texas Cityview Care Center, LP Texas Herixxxx Xxxx Xxrsing and Rehabilitation Center, LP The Clairmont Tyler, LP The Woodlands Healthcare Center, LP Town and Countxx Xxxxx, XX Xxavelmark Staffing, LP West Side Campus of Care, LP ANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to prepare (i) the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering Each broker-dealer that receives Exchange Notes for resale the Company's 12-3/4% Senior Subordinated Notes due 2009 (the "NOTES"), on behalf of the beneficial owners thereof, filed by ChipPAC International Company Limited (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Notes (the "SELLING SECURITYHOLDERS") its own account pursuant to the Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required Exchange Offer must acknowledge that it will deliver a prospectus in connection with the Shelf Registration Statementany resale of such Exchange Notes. By electing so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to sell admit that it is an "underwriter" within the meaning of the Securities pursuant Act. This Prospectus, as it may be amended or supplemented from time to the Shelf Registration Statement you agree to be bound by the terms of the Registration Rights Agreement. Because the information provided in this Questionnaire will time, may be used by a broker-dealer in connection with the preparation resales of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change Exchange Notes received in information previously furnished exchange for Initial Notes where such Initial Notes were acquired by you to the Company or the occurrence of any event in either case such broker-dealer as a result of which market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any Prospectus included broker-dealer for use in connection with any such Shelf Registration Statement contains resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or would contain an untrue statement of other trading activities, must acknowledge that it will deliver a material fact regarding you or your intended method of distribution prospectus in connection with any resale of such Securities necessary to make the statements therein, in light Exchange Notes. See "Plan of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREINDistribution." ANNEX C
Appears in 1 contract
Samples: Leasehold Resource Group LLC
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than the Purchaser and subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC INTERNATIONAL COMPANY LIMITED By:______________________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP CAPITAL INVESTORS, LIMITED By:_________________________________ Name: Title: ANNEX A CHIPPAC INTERNATIONAL COMPANY LIMITED QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIREQuestionnaire") elicit information to prepare ------------- (i) the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENTShelf Registration Statement") ---------------------------- registering for resale the Company's 12-12 3/4% Senior Subordinated Notes due 2009 (the "NOTESNotes"), on behalf of the beneficial owners thereof, filed by ChipPAC ----- International Company Limited (the "COMPANYCompany") with the Securities Exchange ------- Commission in accordance with the rights granted to you and the other holders of Notes (the "SELLING SECURITYHOLDERSSelling Securityholders") pursuant to the Registration Rights ----------------------- Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement") and (ii) other securities ----------------------------- documents which may be required in connection with the Shelf Registration Statement. By electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx StreetXxxxxx, 34th 34/th/ Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the initial issuance of the Notes (the "CLOSING DATEClosing Date"). By ------------ executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. NOTES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.
Appears in 1 contract
Samples: Chippac Inc
