OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security purchased by the Issuers pursuant to the Indenture, state the principal amount you want to have purchased: $_________________ Date: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or
Appears in 2 contracts
Samples: Indenture (Sun International Hotels LTD), Indenture (Sun International North America Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want wish to elect to have all or any portion of this Security Note purchased by the Issuers Company pursuant to Section 4.13 4.11 ("Change of Control Offer") or Article X Section 4.12 ("Excess Proceeds Offer") of the Indenture, check the appropriate boxapplicable boxes: |_| Section 4.13 |_| Article X If you want [ ] Change of Control Offer: [ ] Excess Proceeds Offer: in whole [ ] in whole [ ] in part [ ] in part [ ] Amount to elect be Amount to have only part of this Security purchased by the Issuers pursuant to the Indenture, state the principal amount you want to have be purchased: $__________ purchased: $____________ Dated:______ Date: ____________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this SecuritySIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) Signature guaranteeGuarantee:______________________________________________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership (PARTICIPANT IN RECOGNIZED SIGNATURE GUARANTEE MEDALLION PROGRAM) Social Security Number/ 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. Taxpayer Identification Number: SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTES The following exchanges of a part of increases or decreases in this Global Security for Definitive Securities Note have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease DATE OF AMOUNT OF AMOUNT OF PRINCIPAL SIGNATURE EXCHANGE DECREASE IN INCREASE IN AMOUNT OF OF PRINCIPAL PRINCIPAL THIS GLOBAL AUTHORIZED AMOUNT OF AMOUNT OF NOTE OFFICER OF THIS GLOBAL THIS GLOBAL FOLLOWING TRUSTEE OR NOTE NOTE SUCH DECREASE NOTE (or Securities Date of Exchange Security Security increaseOR INCREASE) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CUSTODIAN --------- ------------- ------------ -------------- ------------- CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) NOTES Re: 8 7/89 1/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS[Series [A/B] Senior Notes due 2007 of Nortek, INC. Inc. This Certificate relates to $______ principal amount of Securities Notes held in (5)|_| ** _____________ book-entry or |_| * / _________ definitive form by ___________________ __________ (the "Transferor"). The Transferor: |_| Transferor:*/ [ ] has requested the Registrar by written order to exchange or register the transfer of a Note or Notes; or [ ] has requested the Trustee by written order to exchange its Note or Notes in definitive, registered form for a beneficial interest in a Global Note held by the Depository equal to the principal amount of Notes it holds (or the portion thereof indicated above); or [ ] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the a Global Security Note held by the Depository a Security Note or Securities Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security Note (or the portion thereof indicated above); or. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relative to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act (as defined below) because:*/ [ ] Such Note is being acquired for the Transferor's own account without transfer (in satisfaction of Section 2.06(1)(b)(i), Section 2.06(2)(a) or Section 2.06(4)(a)(i) of the Indenture). ----------------------------------- **/ Check applicable box. [ ] Such Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in a transaction meeting the requirements of Rule 144A under the Securities Act. [ ] Such Note is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based on an opinion of counsel if the Company so requests and together with a certification in substantially the form of Exhibit D to the Indenture). [ ] Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act (based on an opinion of counsel if the Company so requests). [ ] Such Note is being transferred pursuant to an effective registration statement under the Securities Act. [ ] Such Note is being transferred to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based on an opinion of counsel if the Company so requests together with a certification in substantially the form of Exhibit C to the Indenture). [ ] Such Note is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (based on an opinion of counsel if the Company so requests). -------------------------------- [INSERT NAME OF TRANSFEROR] By:_____________________________ Name: Title: Address: Date:__________________ TO BE COMPLETED BY TRANSFEREE IF SECOND BOX ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note 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 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 Company 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. Date:_______________________ Signed:________________________________ NOTICE: To be executed by an executive officer EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED BY ACCREDITED INSTITUTIONS ----------------- --, ---- State Street Bank and Trust Company, as Registrar Attn: Corporate Trust Department Dear Sirs: In connection with our proposed purchases of $________ aggregate principal amount of 9 1/8% Series [A/B] Senior Notes due 2007 (the "Notes") of Nortek, Inc. (the "Issuer"), a Delaware corporation, we confirm that:
Appears in 2 contracts
Samples: Nortek Inc, Nortek Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security Debenture purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.07 of the Indenture, check the appropriate boxBox: |_| Section 4.13 |_| Article X [ ] If you want to elect wish to have only part a portion of this Security Debenture purchased by the Issuers Company pursuant to Section 4.07 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ Date: ________________ Signature:__________________________________ . Date: --------------- Your Signature: ----------------------------------------------------------------- (Sign exactly as your name appears on the other side of this SecurityDebenture) Signature guarantee:Guarantee: -------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. EXHIBIT B Form of Certificate , ----------------- -- IBJ Schrxxxx Xxxk & Trust Company One Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxention: Corporate Administration Regal Cinemas, Inc. 7132 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Xxxention: Chief Financial Officer Re: Regal Cinemas, Inc. (the "Company") 8 7/8% Senior Subordinated Debentures due 2010 (the "Debentures") Dear Sirs: This letter relates to U.S. $__________________ principal amount of Debentures represented by a Debenture (the "Legended Debenture") which bears a legend outlining restrictions upon transfer of such Legended Debenture. Pursuant to Section 2.02 of the Indenture dated as of December 16, 1998 (the "Indenture") relating to the Debentures, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Debentures could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Debentures, all in the manner provided for in the Indenture. You and the Company 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 Signatory 101 EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors , ---------------- --- IBJ Schrxxxx Xxxk & Trust Company One Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxention: Corporate Administration Re: Regal Cinemas, Inc. (the "Company") 8 7/8% Senior Subordinated Debentures due 2010 (the "Debentures") Dear Sirs: In connection with our proposed purchase of $__________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ aggregate principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitiveDebentures, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orwe confirm that:
Appears in 1 contract
Samples: Indenture (Regal Cinemas Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.03 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X 0 If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.03 of the Indenture, state the principal amount you want to have purchased($1,000 or an integral multiple thereof): $ Date: $_____________________ DateYour Signature: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this the Security) Signature guaranteeGuarantee:___________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _____________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of , among [GUARANTOR] (the "Transferor"“New Guarantor”). The Transferor: |_| has requested , a subsidiary of GRAFTECH INTERNATIONAL LTD., a Delaware corporation, or its successor (such corporation or its successor, the Trustee by written order “Company”), [EXISTING GUARANTORS] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to deliver in exchange for its beneficial interest in below (the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above“Trustee”); or.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate boxBox: |_| Section 4.13 |_| Article X [ ] If you want to elect wish to have only part a portion of this Security purchased by the Issuers pursuant to Section 4.13 or 4.15 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ ------------ Date: ________________ Your Signature:: ____________________ Signature Guarantee: _______________________ (Sign exactly as your name appears EXHIBIT B SUBSIDIARY GUARANTEE The undersigned hereby unconditionally guarantees on a senior unsecured basis to the Holder of this Security the payments of principal of, premium, if any, and interest on this Security in the amounts and at the time when due and interest on the other side overdue principal, premium, if any, and interest, if any, of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting , if lawful, and the requirements payment or performance of all other obligations of the RegistrarIssuers under the Indenture or the Securities, which requirements include membership or participation in to the Holder of this Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by and the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part terms and limitations of this Global Security Security, Article X of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in the precise terms of this Global signatory Subsidiary Guarantee and all of Principal Amount Principal Amount Security following Trustee or the other provisions of the Indenture to which this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor")Subsidiary Guarantee relates. The Transferorinternal laws of the State of New York shall govern this Subsidiary Guarantee without regard to principles of conflict of laws. [ ] By: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orName: Title:
Appears in 1 contract
Samples: Sprint Spectrum L P
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased in its entirety by the Issuers Issuer pursuant to Section 4.13 1015 or Article X 1016 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only a part of this Security purchased by the Issuers Issuer pursuant to Section 1015 or 1016 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ Date$ ------------ Dated: ________________ Your Signature:__________________________________ : ---------------------------------------------------------- (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures Guarantee: ------------------------------------------------------------ (Signature must be guaranteed by an "eligible institution" meeting Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.) Section 204 Form of Trustee's Certificate of Authentication. The Certificate of Authentication shall be in substantially the requirements following form: This is one of the Registrar, which requirements include membership or participation Securities referred to in the within-mentioned Indenture. HSBC Bank USA, as Trustee By ------------------------------- Authorized Signatory Section 205 Form of Notation of Subsidiary Guarantee. The form of Notation of Subsidiary Guarantee shall be in substantially the following form: SUBSIDIARY GUARANTEE Subject to the limitations set forth in the Indenture, the Subsidiary Guarantors (as defined in the Indenture referred to in this Security Transfer Agent Medallion Program and each hereinafter referred to as a "Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor under the Indenture) have jointly and severally, irrevocably and unconditionally guaranteed ("STAMP"a) the due and punctual payment of the principal (and premium, if any) of and interest on the Securities, whether at Stated Maturity, by acceleration, call for Redemption, upon an Offer to Purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Securities to the extent lawful, (c) the due and punctual performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Holders and the Trustee under the Indenture, the Securities and the Security Documents and (d) in case of any extension of time of payment or renewal of any Securities or any of such other "signature guarantee program" as may Obligations, the same will be determined by the Registrar promptly paid in addition to, full when due or in substitution for, STAMP, all performed in accordance with the Securities Exchange Act terms of 1934the extension or renewal, as amendedwhether at Stated Maturity, by acceleration, call for Redemption, upon an Offer to Purchase or otherwise. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges Capitalized terms used herein shall have the same meanings assigned to them in the Indenture unless otherwise indicated. Payment on each Security is guaranteed, jointly and severally, by the Subsidiary Guarantors pursuant to Article Fourteen of a part the Indenture and reference is made to such Indenture for the precise terms of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor")Subsidiary Guarantees. The Transferor: |_| has requested Obligations of each Subsidiary Guarantor are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any applicable Federal, State or foreign bankruptcy law or not otherwise being void, voidable or unenforceable under any such applicable bankruptcy law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. Certain of the Subsidiary Guarantors may be released from their Subsidiary Guarantees upon the terms and subject to the conditions provided in the Indenture. The Subsidiary Guarantee shall be binding upon each Subsidiary Guarantor listed below and its successors and assigns and shall inure to the benefit of the Trustee by written order to deliver in exchange for its beneficial interest and the Holders and, in the Global Security held event of any transfer or assignment of rights by any Holder or the Depository a Security or Securities in definitiveTrustee, registered form of authorized denominations the rights and an aggregate principal amount equal privileges herein conferred upon that party shall automatically extend to its beneficial interest and be vested in such Global Security (transferee or assignee, all subject to the portion thereof indicated above); orterms and conditions in the Indenture. [Remainder of page intentionally left blank.] -------------------------------------------- By: ----------------------------------------- Name: -------------------------------------- Title: ------------------------------------- -------------------------------------------- By: ----------------------------------------- Name: -------------------------------------- Title: --------------------------------------
Appears in 1 contract
Samples: Indenture (Globix Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $€_______________ Date:________________ Date: ________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A-1 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is € . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 Signature of authorized officer of Registrar or Paying Agent * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCEXHIBIT A-2 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 4.100% Senior Notes due 2034 CUSIP No. 03027X CK4 ISIN No. XS2830466301 COMMON CODE: 283046630 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of Elavon Financial Services DAC, as common depositary, or its registered assigns, the principal sum of euros (€ ) on May 16, 2034 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Date: May 16, with the first payment to be made on May 16, 2025. Regular Record Date: May 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X of the Indenture, as the case may be, state the principal amount you want to have purchased: be purchased (must be $____1,000 or a multiple of $1,000): $_____________ Date: :______________________ Signature:_________________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:Guarantee** SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal amount of this Amount of decrease in Amount of increase in Global Security following Signature of authorized Date of principal amount of this principal amount of this such decrease officer of Trustee or exchange Global Security Global Security or increase Securities Custodian -------- ------------------------ ------------------------ ------------------------- ----------------------- ---------- (3) This schedule should only be added if the Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 8.70% SENIOR SUBORDINATED NOTES DUE 2007 OF QUALITY FOOD CENTERS, INC. This certificate relates to $________________ principal amount of Securities held in (check applicable box) |_| book-entry or |_| definitive form by _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: Transferor (check applicable box): |_| has requested the Trustee Registrar by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or
Appears in 1 contract
Samples: Quality Food Centers Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you the Holder want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureCompany, check the appropriate box: |_| Section 4.13 |_| Article X [_] If you want to elect to have only part of this Security purchased by the Company, state the Principal Amount at Maturity: $ ------------ Dated: Your signature: --------------- ------------------------ (Sign exactly as your name appears on the other side of this Security) Signature Guarantee:* ------------------- * Signature must be guaranteed by a member of the Medallion Signature Program. EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] GUARANTEE The Subsidiary Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee on a senior basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "Subsidiary Guarantee") the due and punctual payment of the Accreted Value or the principal of, premium, if any, and interest, if any, on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue Accreted Value or the principal, premium and interest, if any, on the Securities, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in the Indenture, and reference is hereby made to such Indenture for the precise terms of the Subsidiary Guarantee therein made. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [Subsidiary Guarantor] By: ----------------------------------- Name: Title: EXHIBIT C FORM OF CERTIFICATE OF TRANSFER FRONTIERVISION HOLDINGS, L.P. FRONTIERVISION HOLDINGS CAPITAL CORPORATION Attention: [ ] [Name and Address of Registrar] Re: 11 7/8% Senior Discount Notes due 2007 Reference is hereby made to the Indenture, state dated as of September 19, 1997 (the principal amount you want "Indenture"), among FrontierVision Holdings, L.P., FrontierVision --------- Holdings Capital Corporation (the "Issuers"), and U.S. Bank National Association ------- (d/b/a Colorado National Bank), as Trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: $_________________ Date: ________________ Signature:__________________them in the Indenture. ________________ (Sign exactly as your name appears on the other side "Transferor") owns and proposes to transfer the ---------- Securities specified in Annex A hereto in the Principal Amount at Maturity of this Security) Signature guarantee:________________________________$___ Signatures must be guaranteed by an in such Securities (the "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMPTransfer") 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "TransferorTransferee"), as -------- ---------- further specified in Annex A hereto. The Transferor: |_| has requested In the Trustee event that Transferor holds Physical Securities, this Certificate is accompanied by written order one or more certificates aggregating at least the Principal Amount at Maturity of Securities proposed to deliver in exchange for its beneficial interest in be Transferred. In connection with the Global Security held by Transfer, the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orTransferor hereby certifies that:
Appears in 1 contract
Samples: Frontiervision Holdings Capital Corp
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 2.10 (“Change of Control”) of the Supplemental Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 2.10 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_____________________ Date: ________________ Signature:____________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:__________________Tax Identification Number: _________________ Signatures Signature guarantee:______________ (Signature must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation a participant in the Security Transfer Agent Medallion Program ("STAMP") or such other "a recognized signature guarantee medallion 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added [Include if the Secu rity is issued in global form. Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RESTRICTED NOTES WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (4000) 000-0000 Re: 8 7/8WRKCo Inc. 4.900% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Note due 2029 CUSIP # Reference is hereby made to that certain indenture dated December 3, INC2018 (the “Base Indenture”) and that certain First Supplemental Indenture dated December 3, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WRKCo Inc. (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This Certificate certificate relates to $______ $ principal amount of Securities Notes held in (5)|_| check applicable space) book-entry or |_| definitive form by _______ (the "Transferor")undersigned. The Transferor: |_| has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Security Definitive Note or Securities Definitive Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; or[_] hereby requests the Registrar or Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with the Restricted Notes Legend as further specified below: CHECK ONE BOX BELOW:
Appears in 1 contract
Samples: Supplemental Indenture (WestRock Co)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Saleo Change of Controlo If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee CG&R DRAFT: 4/21/08 2:36 PM #907342 v26 (RM2X26_.DOC) [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want to have purchased: of this Global Security is $_________________ Date. The following increases or decreases in this Global Security have been made: ________________ Signature:__________Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Bxxxx Plastics Corporation c/o Wells Fargo Bank, National Association, Attention: Vice President Ladies and Gentlemen: This CERTIFICATE IS DELIVERED TO REQUEST A TRANSFER OF $[ ] PRINCIPAL AMOUNT OF THE FIRST PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2015 (THE “SECURITIES”) OF BXXXX PLASTICS CORPORATION (THE “ISSUER”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: Name: ________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
Samples: Indenture (Kerr Group Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 or Article X 4.09 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount you want to have purchasedamount: $_________________ Date$ Dated: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security.) Signature guarantee:___________________________________ Guarantee: (Signature must be guaranteed) 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. SCHEDULE EXHIBIT A [FORM OF EXCHANGES FACE OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [Original Issue Discount Legend] THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: ROTECH HEALTHCARE INC., 0000 XXXXXXXXXX XXXXX, XXXXX 000, XXXXXXX, XX 00000, ATTENTION OF: XXXXXX X. XXXXXX, CHIEF FINANCIAL OFFICER. */ If the Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only is to be added if the Secu rity is issued in global form. CERTIFICATE form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE DELIVERED UPON EXCHANGE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR REGISTRATION DECREASES IN GLOBAL SECURITY”. **/. If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. No. $ 10.5% Senior Second Lien Notes due 2018 Rotech Healthcare Inc., a Delaware corporation, promises to pay to , or registered assigns, the principal sum of Dollars on March 15, 2018. Interest Payment Dates: March 15 and September 15, commencing September 15, 2011. Record Dates: March 1 and September 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: ROTECH HEALTHCARE INC,. By: Name: Title: By: Name: Title: TRUSTEE’S CERTIFICATE OF TRANSFER AUTHENTICATION THE BANK OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASNEW YORK MELLON TRUST COMPANY, INC. This Certificate relates N.A. as Trustee, certifies that this is one of the Securities referred to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orIndenture. By: Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10.5% Senior Second Lien Notes due 2018
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 1107 of the Indenture, check the appropriate boxbox below: |_| o Section 4.13 |_| Article X 1107 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 1107 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: _______________ Your Signature: __ Signature:__________________________________ (Sign exactly as your name appears on the other side face of this SecurityNote) Signature guarantee:Tax Identification No.: ____________________________ Signature Guarantee:* _________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation _______________________________ * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). Schedule of Exchanges of Interests in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) Global Note* The following exchanges of a part of this Global Security Note for Definitive Securities other Notes have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal Amount of this Global Note following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized signatory of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 *This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION ANNEX B NOTATION OF TRANSFER OF SECURITIES GUARANTEE Each of the undersigned Guarantors (4which term includes any successor Person under the Indenture (as defined below)), has fully and unconditionally guaranteed, to the extent set forth in Article Fifteen of the Sixth Supplemental Indenture (herein so called) Re: 8 7/8dated as of February 28, 2018, among Xxxxxxxxxxx International, LLC (f/k/a Xxxxxxxxxxx International, Inc., a Delaware corporation), as issuer, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, to the Indenture, dated as of June 18, 2007, as previously amended and supplemented by (i) the Second Supplemental Indenture, dated as of February 26, 2009, (ii) the Fourth Supplemental Indenture, dated as of March 31, 2013, and (iii) the Fifth Supplemental Indenture dated as of June 17, 2014, the due and punctual payment of the principal of, and premium, if any, and interest on, the Issuer’s 9.875% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form Senior Notes due 2025 and all other amounts due and payable by _______ (the "Transferor")Issuer under the Sixth Supplemental Indenture. The Transferor: |_| has requested obligations of the Guarantors to the Holders of Notes and to the Trustee by written order pursuant to deliver the Guarantees and the Indenture are expressly set forth in exchange Article Fifteen of the Sixth Supplemental Indenture, and reference is hereby made to the Sixth Supplemental Indenture for its beneficial interest in the Global Security held by precise terms of the Depository a Security or Securities in definitive, registered form of authorized denominations Guarantees and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orconditions upon which they may be released.
Appears in 1 contract
Samples: Supplemental Indenture (Weatherford International PLC)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company or Sub Co-Issuer pursuant to Section 4.13 4.06 (Asset Disposition) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Disposition [_] Change of Control [_] If you want to elect to have only part of this Security purchased by the Issuers Company or Sub Co-Issuer pursuant to Section 4.06 or 4.08 of the Indenture, state the principal amount you want to have purchased($1,000 or an integral multiple thereof): $ Date: $__________________ DateYour Signature: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this the Security) Signature guaranteeGuarantee:_______________________________________ Signatures Signature must be guaranteed by an "eligible institution" meeting a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to 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 amendedTrustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities is $[ ]. The following increases or decreases in this Global Security have been made: Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount authorized decrease in increase in of Principal Amount this Global Security authorized signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global following such decrease (of Trustee or Securities Date of Exchange Security Security increasedecrease or increase Securities Custodian EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASdated as of [ ], INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ among [GUARANTOR] (the "TransferorNew Guarantor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository , a Security or Securities in definitivesubsidiary of ARMKEL, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security LLC (or its successor), a Delaware limited liability company (the portion thereof indicated above"Company"); or, ARMKEL FINANCE, INC., a Delaware corporation (the "Sub Co-Issuer"), [EXISTING GUARANTORS] and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the indenture referred to below (the "Trustee").
Appears in 1 contract
Samples: Armkel LLC
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 4.10 or Article X 4.15 of the Indenture, check the appropriate boxbox below: |_| [ ] Section 4.13 |_| Article X 4.10 [ ] Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the principal amount you want elect to have purchased: $_________________ $ ---------------------------------- Date: ________________ Your Signature:__________________________________ : ----------------------------------------------------------------- (Sign exactly as your name appears on the other side face of this Securitythe Note) Signature guarantee:___________________________________ Tax Identification No.: --------------------------------------------------------- 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. A2-12 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Security Note for an interest in another Global Note or Definitive Securities Note, or of other Restricted Global Notes or Restricted Definitive Note for an interest in this Regulation S Temporary Global Note, have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease PRINCIPAL AMOUNT OF THIS GLOBAL NOTE SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED SIGNATORY IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE (or Securities Date of Exchange Security Security increaseOR OF TRUSTEE OR NOTE DATE OF EXCHANGE OF THIS GLOBAL NOTE OF THIS GLOBAL NOTE INCREASE) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orCUSTODIAN ---------------- ------------------- ------------------- ------------------- --------------------
Appears in 1 contract
Samples: Indenture (Tesoro Alaska Co)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.14 or Article X XI of the Indenture, check the appropriate box: |_| Section 4.13 4.14 |_| Article X XI If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.14 or Article XI of the Indenture, as the case may be, state the principal amount you want to have be purchased: $__________ Dated:_________________________ Date: ________________ SignatureSigned:__________________________________ -------------------------------------------------------------------------------- (Sign exactly as your name appears on the other side of this Security) SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal Amount of Signature guarantee:of Amount of decrease Amount of increase this Global authorized officer in Principal in Principal Amount Security following of Trustee or Amount of this of this Global such decrease (or Securities Date of Exchange Global Security Security increase) Custodian ---------------------- -------------------- --------------------- --------------------- -------------------- EXHIBIT B REGULATION S CERTIFICATE (For transfers pursuant to ss. 2.15(a)(i) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 101 California Street Suite 2725 San Francisco, Califxxxxx 00000 Xx: 00 0/0% Xxxxxx Xxxxx xxx 2008 of American Cellular Corporation (the "Securities") Reference is made to the Indenture, dated as of May 13, 1998 (the "Indenture"), between American Cellular Corporation, a Delaware corporation (the "Company"), and Chase Manhattan Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to US$____________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s).____________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $No(s).______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _________________________ The person in whose name this certificate is executed below (the "TransferorUndersigned")) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner." The Specified Securities are represented by a Global Security and are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. The Transferor: |_| Owner has requested that the Trustee by written order Specified Securities be transferred to deliver in exchange for its beneficial interest a person (the "Transferee") who will take delivery in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations a Regulation S Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and an aggregate principal amount equal to its beneficial interest in such Global Security (or with all applicable securities laws of the portion thereof indicated above); orstates of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:
Appears in 1 contract
Samples: Indenture (Pricellular Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 2.10 (“Change of Control”) of the Supplemental Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 2.10 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_____________________ Date: ________________ Signature:____________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:__________________Tax Identification Number: _________________ Signatures Signature guarantee:______________ (Signature must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation a participant in the Security Transfer Agent Medallion Program ("STAMP") or such other "a recognized signature guarantee medallion 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added [Include if the Secu rity is issued in global form. Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RESTRICTED NOTES WestRock Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (4000) 000-0000 Re: 8 7/8WestRock Company 3.375% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Note due 2027 CUSIP # Reference is hereby made to that certain indenture dated August 24, INC2017 (the “Base Indenture”) and that certain Supplemental Indenture dated August 24, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WestRock Company (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This Certificate certificate relates to $______ $ principal amount of Securities Notes held in (5)|_| check applicable space) book-entry or |_| definitive form by _______ (the "Transferor")undersigned. The Transferor: |_| has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Security Definitive Note or Securities Definitive Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; or[_] hereby requests the Registrar or Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with the Restricted Notes Legend as further specified below: CHECK ONE BOX BELOW:
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security 2023 Note purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.08 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security the 2023 Note purchased by the Issuers Company pursuant to Section 4.08 of the Indenture, state the principal amount you want elect to have purchased: $_________________ $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side face of this SecurityNote) Tax Identification No: SIGNATURE GUARANTEE Participant in a Recognized Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee 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. D1-14 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Securities Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized signatory of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION D1-15 EXHIBIT D-2 [FORM OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in 2025 NOTE] [Insert the Global Security held by Legend, if applicable pursuant to the Depository a Security or Securities in definitiveprovisions of the Indenture] [Insert the Private Placement Legend, registered form if applicable pursuant to the provisions of authorized denominations and an aggregate principal amount equal the Indenture] [Insert, if applicable, the Regulation S Legend, pursuant to its beneficial interest in such Global Security (or the portion thereof indicated above); orprovisions of the Indenture] [Insert the ERISA Legend] D2-1 XXXXX-XXXXXXXX GLASS CONTAINER INC.
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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ Date: :________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is $ . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCEXHIBIT A-2 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 2.100% Senior Notes due 2030 CUSIP No. 00000XXX0 ISIN No. US03027XBC39 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) on June 15, 2030 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: June 15 and December 15, with the first payment to be made on December 15, 2020. Regular Record Dates: June 1 and December 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 10.15 or Article X 10.16 of the Indenture, check the appropriate boxbox below: |_| [ ] Section 4.13 |_| Article X 10.15 [ ] Section 10.16 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 10.15 or Section 10.16 of the Indenture, state the principal amount you want elect to have purchased: $_________________ $ -------- Date: ________________ Signature:__________________________________ -------------------- Your signature: ---------------------------------- (Sign exactly as your name appears on the other side face of this SecurityNote) Signature guarantee:___________________________________ Tax Identification No.: ------------------------ 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Security Note for an interest in another Global Note or for a Definitive Securities Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Signature Principal Amount of Amount of Amount of Principal Amount authorized this decrease in increase in Regulation S Principal Principal Temporary Amount of this Amount of this Global signatory Note Signature of Principal Amount Principal Amount Security Regulation S Regulation S following Trustee or such authorized Date of this Global of this Global such Temporary Temporary decrease (or Securities Date officer of Trustee Exchange Security Security Global Note Global Note increase) Custodian ---------------------------------------------------------------------------------------------------------- or custodian -------- 3 This schedule should only be added if the Secu rity is issued in global form-------------- -------------- -------------- ------------------ EXHIBIT A-3 Specimen of Institutional Accredited Investor Certificated Note for Notes due 2011 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. CERTIFICATE NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF REPRESENTS THAT IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000 OF NOTES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO BE DELIVERED UPON EXCHANGE OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, 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, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF SECURITIES (4) Re: 8 THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. MISSION RESOURCES CORPORATION 9 7/8% SENIOR SUBORDINATED NOTES DUE Senior Note due 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASNo. A-1 $0.00 CUSIP No. 000000XX0 Mission Resources Corporation, INC. This Certificate relates to $______ principal amount of Securities held in a Delaware corporation (5)|_| book-entry or |_| definitive form by _______ (herein called the "Transferor"COMPANY" which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assignee the principal sum of Zero Dollars on April 1, 2011 at the office or agency of the Company referred to below, and to pay interest thereon, commencing on October 1, 2004 and continuing semiannually thereafter, on April 1 and October 1 in each year from April 8, 2004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 9 7/8% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for. The Transferor: |_| Company also hereby promises to pay the Liquidated Damages, if any, payable pursuant to Section 3 of the Registration Rights Agreement on the same dates on which interest is payable as provided herein. The interest and Liquidated Damages, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Note Register at the close of business on the Regular Record Date for such interest which will be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest or Liquidated Damages not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, Liquidated Damages and (to the extent lawful) interest on such Defaulted Interest and Liquidated Damages at the rate borne by the Notes, may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Note Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof will be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on this Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest and Liquidated Damages, if any, may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address will appear on the Note Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions will for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has requested been duly executed by the Trustee referred to on the reverse hereof by written order manual signature, this Note will not be entitled to deliver in exchange any benefit under the Indenture, or be valid or obligatory for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orany purpose.
Appears in 1 contract
Samples: Indenture (Mission Resources Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the principal amount you want to have purchased: ($_________________ 2,000 or any integral multiple of $1,000): $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures Guarantee: Signature must be guaranteed by an "eligible institution" meeting a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to 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. Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities is $ . The following increases or decreases in this Global Security have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [ ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of NORANDA ALUMINUM ACQUISITION CORPORATION (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASits successor), INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ a Delaware corporation (the "Transferor"“Issuer”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 1110 or Article X Section 1115 of the Indenture, check the appropriate boxbox below: |_| o Section 4.13 |_| Article X 1110 o Section 1115 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 1110 or Section 1115 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: ________________ Your Signature:________________: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: __________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation Guarantee:* * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). Schedule of Exchanges of Interests in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) Global Note* The following exchanges of a part of this Global Security Note for Definitive Securities other Notes have been made: Signature of Principal Amount of Amount of Principal Amount authorized decrease in increase in Signature of this Global Note authorized Amount of decrease Amount of increase following such signatory of in Principal Amount in Principal Amount Security following decrease (or Trustee or Date of Exchange of this Global Note of this Global such decrease (or Securities Date of Exchange Security Security Note increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION ANNEX B NOTATION OF TRANSFER OF SECURITIES SUBSIDIARY GUARANTEE Each of the Subsidiary Guarantors (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASwhich term includes any successor Person under the Indenture (as defined below)), INC. This Certificate relates has fully and unconditionally guaranteed, to $______ principal amount the extent set forth in Article Sixteen of Securities held in (5)|_| book-entry or |_| definitive form the First Supplemental Indenture dated as of November 10, 2011, by _______ and among Oasis Petroleum Inc., as issuer, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the "Transferor"“Supplemental Indenture”) to the Indenture, dated as of November 10, 2011 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The Transferor: |_| has requested obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee by written order pursuant to deliver the Subsidiary Guarantee and the Indenture are expressly set forth in exchange Article Sixteen of the Supplemental Indenture and reference is hereby made to the Indenture for its beneficial interest in the Global Security held by precise terms of the Depository a Security or Securities in definitive, registered form of authorized denominations Subsidiary Guarantee and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orconditions upon which it may be released.
Appears in 1 contract
Samples: First Supplemental Indenture (Oasis Petroleum Inc.)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 1110 or Article X Section 1115 of the Indenture, check the appropriate boxbox below: |_| ☐ Section 4.13 |_| Article X 1110 ☐ Section 1115 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 1110 or Section 1115 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side face of this SecurityNote) Tax Identification No.: Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation Guarantee:* * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Security Note for Definitive Securities other Notes have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal Amount of this Global Note following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized signatory of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION ANNEX B NOTATION OF TRANSFER OF SECURITIES SUBSIDIARY GUARANTEE Each of the Subsidiary Guarantors (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASwhich term includes any successor Person under the Indenture (as defined below)), INC. This Certificate relates has fully and unconditionally guaranteed, to $______ principal amount the extent set forth in Article Sixteen of Securities held in (5)|_| book-entry or |_| definitive form the Tenth Supplemental Indenture dated as of December 28, 2016, by _______ and among Concho Resources Inc., as issuer, the Subsidiary Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the "Transferor"“Supplemental Indenture”) to the Indenture, dated as of September 18, 2009 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The Transferor: |_| has requested obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee by written order pursuant to deliver the Subsidiary Guarantee and the Indenture are expressly set forth in exchange Article Sixteen of the Supplemental Indenture and reference is hereby made to the Indenture for its beneficial interest in the Global Security held by precise terms of the Depository a Security or Securities in definitive, registered form of authorized denominations Subsidiary Guarantee and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orconditions upon which it may be released.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Concho Resources Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.07 or Article X Section 4.12 of the Supplemental Indenture, check the appropriate boxbox below: |_| ¨ Section 4.13 |_| Article X 4.07 ¨ Section 4.12 If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.07 or Section 4.12 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side face of this Security) Tax Identification No.: Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation Guarantee:* * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP"or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal Amount of this Global Security Principal Amount of this Global Security Following such Decrease or Increase Signature of Authorized Officer of Trustee or Securities Custodian EXHIBIT B FORM OF NOTATION OF SUBSIDIARY GUARANTEE For value received, the undersigned Guarantor (which term includes any successor to such Guarantor under the Supplemental Indenture referred to below) has, jointly and severally, with each other Guarantor, unconditionally guaranteed, to the extent set forth in and subject to the provisions in, the Amended First Supplemental Indenture dated as of March 8, 2012 (the “Supplemental Indenture”) among Key Energy Services, Inc. (the “Company”), each Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the full and punctual payment of the principal of, premium, if any, and interest on the Securities (as defined in the Supplemental Indenture) when due, whether at Stated Maturity, or such upon redemption, required repurchase pursuant to Section 4.07 or Section 4.12 of the Supplemental Indenture, acceleration or otherwise, and all other "signature guarantee program" as may be determined monetary obligations owing by the Registrar in addition to, or in substitution for, STAMPCompany under the Supplemental Indenture (including obligations owing to the Trustee) and the Securities, all as more fully provided in Article 10 of the Supplemental Indenture. The obligations of the undersigned Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 10 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that each Subsidiary Guarantee is subject to release in accordance with the Securities Exchange Act provisions of 1934, as amendedthe Supplemental Indenture. SCHEDULE [NAME OF EXCHANGES GUARANTOR(S)] By: Name: Title: EXHIBIT C FORM OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES BY FUTURE GUARANTORS [SEQUENTIAL NUMBER] SUPPLEMENTAL INDENTURE (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASthis “Supplemental Indenture”), INC. This Certificate relates to $______ principal amount dated as of Securities held in (5)|_| book-entry or |_| definitive form by _______ , 20 , among [Names of Future Guarantor(s)] (the "Transferor"“New Guarantors”), a subsidiary of Key Energy Services, Inc., a Maryland corporation [or its permitted successor] (the “Company”), the existing Guarantors (as defined in the First Supplemental Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Amended First Supplemental Indenture referred to herein (the “Trustee”). The Transferor: |_| has requested New Guarantor and the Trustee by written order existing Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Security held by the Depository “Guarantors”, or individually as a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or“Guarantor.”
Appears in 1 contract
Samples: Indenture (Key Energy Services Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 1009 or Article X Section 1014 of the Indenture, check the appropriate boxbox below: |_| ☐ Section 4.13 |_| Article X 1009 ☐ Section 1014 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 1009 or Section 1014 of the Indenture, state the principal amount you want elect to have purchased: $U.S.$_____________ Date:__________________ DateYour Signature: ________________ Signature:______(Sign exactly as your name appears on the face of this Note) Tax Identification No.: ____________________________ Signature Guarantee:/ __________________________ / Participant in a recognized Signature Guarantee Medallion Program (Sign exactly as your name appears or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE[o] The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Notes Custodian [o] This schedule should be included only if the Note is issued in global form. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s social security or tax I.D. No.) and irrevocably appoint _______________________ agent to transfer this Note on the other side books of this Securitythe Company. The agent may substitute another to act for him. Date: ________________________ Your Signature: Signature Guarantee: (Signature must be guaranteed) Signature guarantee:_______________________________________ Signatures must Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an "eligible institution" meeting the requirements guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. The undersigned hereby certifies that it ☐ is / ☐ is not an Affiliate of the RegistrarCompany and that, to its knowledge, the proposed transferee ☐ is / ☐ is not an Affiliate of the Company. In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined Notes were owned by the Registrar in addition toCompany or any Affiliate of the Company, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeundersigned confirms that such Notes are being: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orCHECK ONE BOX BELOW:
Appears in 1 contract
Samples: Supplemental Indenture (Bellatrix Exploration Ltd.)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X 3.04 of the First Supplemental Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X ☐ If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 3.04 of the First Supplemental Indenture, state the principal amount you want elect to have purchased: $$ ____________________ Date: ________________ Signature:__________________________________ (Sign exactly as your name appears on the face of this Security) Tax Identification No.: Signature Guarantee** ** ** Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Security) . [TO BE ATTACHED TO GLOBAL SECURITY] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of authorized signatory of Trustee or Securities Custodian EXHIBIT A-2 [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE] GUARANTEE Each of the Registrarundersigned guarantors (each a “Guarantor” and together, the “Guarantors”), which requirements include membership or participation term includes any successor under the Base Indenture and First Supplemental Indenture (the “Indenture”) referred to in the Security Transfer Agent Medallion Program upon which this notation is endorsed, hereby unconditionally and irrevocably guarantees on a senior basis, jointly and severally with each other Guarantor of the Securities, to each Holder and to the Trustee and its successors and assigns ("STAMP"a) the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or such otherwise, and all other "signature guarantee program" as monetary obligations of the Company under the Indenture and the Securities and (b) the full and prompt performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, subject to certain limitations set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guarantee Obligations”). The Guarantor further agrees that the Guarantee Obligations may be determined extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor shall remain bound under Article XIV of the Base Indenture notwithstanding any extension or renewal of any Guarantee Obligation. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. Subject to the terms of the Indenture, this Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Registrar in addition toTrustee under the Indenture by the signature of one of its authorized signatories. Notwithstanding any other provision of the Indenture or this Guarantee, under the Indenture and this Guarantee the maximum aggregate amount of the obligations guaranteed by the Guarantor shall not exceed the maximum amount that can be guaranteed without rendering the Indenture or in substitution forthis Guarantee, STAMPas it relates to such Guarantor, all voidable under applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. This Guarantee shall be governed by and construed in accordance with the Securities Exchange Act laws of 1934the State of New York, as amendedwithout regard to conflicts of laws provisions thereof. EACH OF THE GUARANTORS LISTED ON SCHEDULE A-1 By: Name: By: Name: By: Name: SCHEDULE A-1 Guarantor Place of Formation EXHIBIT B-1 FORM OF EXCHANGES 5.350% NOTE DUE 2033 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DEFINITIVE SECURITIES THE DEPOSITORY TRUST COMPANY (300 XXXXX XXXXXX, XXX XXXX, XXX XXXX) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global formTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. CERTIFICATE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. HEICO Corporation 5.350% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCSenior Note due 2033 No. This Certificate relates to $[______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by ] $[_______ ] CUSIP No.: 422806 AB5 ISIN No.: US422806AB58 HEICO Corporation, duly organized and existing under the laws of the State of Florida (herein called the "Transferor"“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on August 1, 2033 and to pay interest thereon from July 27, 2023 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on February 1 and August 1 in each year, commencing February 1, 2024 at the rate of 5.350% per annum, until the principal hereof is paid or duly provided for, provided, however, that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 5.350% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or duly provided for. The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest so payable and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Global Security held by Indenture, be paid to the Depository a Security or Securities Person in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global whose name this Security (or one or more predecessor Securities) is registered at the portion thereof indicated aboveclose of business on the Regular Record Date for such interest, which shall be January 15 and July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; orprovided, however, that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Supplemental Indenture (Heico Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the principal amount you want to have purchased: ($_________________ 2,000 or any integral multiple of $1,000): $ Date: ________________ Your Signature:________: __________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:Guarantee: ____________________________________________________ Signatures Signature must be guaranteed by an "eligible institution" meeting a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to 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. Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $$ ______ _________. The following increases or decreases in this Global Security have been made: Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Principal Amount of this Principal Amount of this Global Security following signatory of Trustee or Date of Exchange Global Security Global Security such decrease or increase Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Momentive Performance Materials Inc. x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A. 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Momentive Performance Materials Inc. Account Manager Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 12½% Second-Lien Senior Secured Notes due 2014 (the “Securities”) of MOMENTIVE PERFORMANCE MATERIALS INC. (the “Company”). Upon transfer, the Securities held would be registered in (5)|_| book-entry or |_| definitive form by the name of the new beneficial owner as follows: Name: ________________________ (the "Transferor"). Address: _____________________ Taxpayer ID Number: __________ The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 or Article X 4.10 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount you want to have purchasedamount: $_________________ Date$ Dated: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security.) Signature guarantee:___________________________________ Guarantee: (Signature must be guaranteed) 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. SCHEDULE EXHIBIT A [FORM OF EXCHANGES FACE OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ */ If the Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only is to be added if the Secu rity is issued in global form. CERTIFICATE form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE DELIVERED UPON EXCHANGE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR REGISTRATION DECREASES IN GLOBAL SECURITY”. **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. No. $ 7.00% Senior Notes Due 2022 WLH PNW Finance Corp, a California corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on August 15, 2022. Interest Payment Dates: February 15 and August 15. Record Dates: February 1 and August 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: WLH PNW FINANCE CORP. by Name: Title: TRUSTEE’S CERTIFICATE OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASAUTHENTICATION U.S. BANK NATIONAL ASSOCIATION as Trustee, INC. This Certificate relates certifies that this is one of the Securities referred to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held Indenture. by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orAuthorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 7.00% Senior Note Due 2022
Appears in 1 contract
Samples: William Lyon Homes
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased repurchased by the Issuers Company pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X [_] If you want to elect to have only part of this Security purchased repurchased by the Issuers Company pursuant to Section 4.15 of the Indenture, state the principal amount you want to have purchasedbe repurchased: $ -------------------------------------------- (in an integral multiple of $_________________ 1,000) Date: ________________ Signature:__________________________________ : ------------------------------- ------------------------------ ------------------------------------------ (Sign exactly as your name appears name(s) appear(s) on the other side of this Security) Signature guarantee:___________________________________ Signatures Signature(s) guaranteed by: ------------------------------------------- (All signatures must be guaranteed by an "eligible institution" meeting the requirements a member of a national securities exchange or of the RegistrarNational Association of Securities Dealers, which requirements include membership Inc. or participation by a commercial bank or trust company located in the United States) EXHIBIT B Form of Legend for Global Securities Every Global Security Transfer Agent Medallion Program authenticated and delivered hereunder shall bear a legend in substantially the following form: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("STAMPDTC") ), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other "signature guarantee program" name as may be determined is requested by the Registrar in addition to, an authorized representative of DTC (and any payment is made to Cede & Co. or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934to such other entity, as amendedis requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein. SCHEDULE TRANSFERS OF EXCHANGES THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DEFINITIVE SECURITIES DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFER MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACQUIRED SLOT TRUST AGREEMENT DECLARATION OF TRUST DATED AS OF MARCH 31, 1997 DECLARATION OF TRUST (3) The following exchanges together with all amendments and supplements hereto, this "Agreement"), made as of March 31, 1997, executed by TRANS WORLD AIRLINES, INC., a part Delaware corporation, having an office at 000 X. 0xx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (herein, together with its successors and assigns, "TWA"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease the United States, having an office at 00 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, as trustee (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued its successor in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASinterest or any successor trustee appointed as hereinafter provided and its assigns, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "TransferorSlot Trustee"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or;
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.08 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.08 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No: SIGNATURE GUARANTEE Participant in a Recognized Signature Guarantee Medallion Program SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY* The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian * This should be included only if the Note is issued in global form. EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this “Supplemental Indenture”), dated as of [__________] [__], 20[____ Signature:], among [__________________________________ ] (Sign exactly as your name appears on the other side of this Security“Guaranteeing Subsidiary”) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting and Deutsche Bank Trust Company Americas, a New York banking corporation organized under the requirements laws 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 1934United States, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"“Trustee”). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or.
Appears in 1 contract
Samples: Indenture (O-I Glass, Inc. /DE/)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X 10 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X [ ] If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Article 10 of the Indenture, state the principal amount you want to have be purchased: $_________________ Date: _____:___________ Signature:___________________________________ (Sign exactly as your name appears on the other side of this Security) SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES/2/ The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal Amount of Amount of this decrease in Amount of Global Security Signature guarantee:of Principal Amount Increase in following such authorized of Trustee Date of of this Global Principal Amount decrease (or or Securities Exchange Security of this Global increase) Custodian Security ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ======================================================================================== ----------------------------- /2/ This schedule should only be added if the Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 6 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2001 OF PLATINUM technology, inc. This Certificate relates to $______, principal amount of Securities held in *______ book-entry or ______ definitive form by ______________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or:*
Appears in 1 contract
Samples: Platinum Technology Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security 2025 Note purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.08 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security the 2025 Note purchased by the Issuers Company pursuant to Section 4.08 of the Indenture, state the principal amount you want elect to have purchased: $_________________ $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side face of this SecurityNote) Tax Identification No: SIGNATURE GUARANTEE Participant in a Recognized Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Securities Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized signatory of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE form EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES BY SUBSEQUENT GUARANTORS Supplemental Indenture (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASthis “Supplemental Indenture”), INC. This Certificate relates to $______ principal amount dated as of Securities held in (5)|_| book-entry or |_| definitive form by _______ [ ] [ ], 20[ ], among [ ] (the "Transferor"“Guaranteeing Subsidiary”). The Transferor: |_| has requested , a subsidiary of Xxxxx-Xxxxxxxx Glass Container Inc., a Delaware corporation (the Trustee by written order to deliver in exchange for its beneficial interest in “Company”), and U.S. Bank National Association, a national banking association, as trustee (the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above“Trustee”); or.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.13 4.09 or Article X 4.11 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want the purchase is in part, indicate the portion (in denominations of $200,000 or any multiple of $1,000 in excess thereof) to elect to have only part of this Security purchased by the Issuers pursuant to the Indenture, state the principal amount you want to have be purchased: $_________________ DateYour Signature: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:___________________________________ Signatures must be guaranteed Date: Certifying Signature: SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/Increase Notation Made by an "eligible institution" meeting the requirements or on Behalf of Registrar EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE/IAI GLOBAL NOTE TO REGULATION S GLOBAL NOTE.* (Transfers pursuant to § 2.06(a)(ii) of the RegistrarIndenture) Deutsche Bank Trust Company Americas, which requirements include membership or participation as Transfer Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Trust and Securities Services Re: 7.000% Senior Notes Due 2020 (the “Notes”) Reference is hereby made to the Indenture dated as of February 10, 2012 (the “Indenture”) among Digicel Limited, a limited liability exempted company under the laws of Bermuda, as Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Security Transfer Agent Medallion Program Indenture. This letter relates to $ aggregate principal amount of Notes that are held as a beneficial interest in the form of the [Restricted Global Note][IAI Global Note](ISIN No. [ ]; CUSIP No. [ ]) with the Depository in the name of [name of transferor] ("STAMP") the “Transferor”). The Transferor has requested an exchange or transfer of such other "signature guarantee program" as may be determined by beneficial interest for an equivalent beneficial interest in the Registrar in addition toRegulation S Global Note (ISIN No. [ ]; CUSIP No. [ ]). In connection with such request, or in substitution for, STAMP, all the Transferor does hereby certify that such transfer has been effected in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest transfer restrictions set forth in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orNotes and:
Appears in 1 contract
Samples: Digicel Group LTD
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased repurchased by the Issuers Company pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X [_] If you want to elect to have only part of this Security purchased repurchased by the Issuers Company pursuant to Section 4.15 of the Indenture, state the principal amount you want to have purchasedbe repurchased: $ -------------------------------------------- (in an integral multiple of $_________________ 1,000) Date: ________________ Signature:__________________________________ : ------------------------------- ------------------------------ ------------------------------------------ (Sign exactly as your name appears name(s) appear(s) on the other side of this Security) Signature guarantee:___________________________________ Signatures Signature(s) guaranteed by: ------------------------------------------- (All signatures must be guaranteed by an "eligible institution" meeting the requirements a member of a national securities exchange or of the RegistrarNational Association of Securities Dealers, which requirements include membership Inc. or participation by a commercial bank or trust company located in the United States) EXHIBIT B Form of Legend for Global Securities Every Global Security Transfer Agent Medallion Program authenticated and delivered hereunder shall bear a legend in substantially the following form: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("STAMPDTC") ), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other "signature guarantee program" name as may be determined is requested by the Registrar in addition to, an authorized representative of DTC (and any payment is made to Cede & Co. or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934to such other entity, as amendedis requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein. SCHEDULE TRANSFERS OF EXCHANGES THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE DELIVERED UPON EXCHANGE OR REGISTRATION OF LIMITED TO TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orMADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.
Appears in 1 contract
Samples: Trans World Airlines Inc /New/
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 2.10 (“Change of Control”) of the Supplemental Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 2.10 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_____________________ Date: ________________ Signature:____________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:__________________Tax Identification Number: _________________ Signatures Signature guarantee:______________ (Signature must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation a participant in the Security Transfer Agent Medallion Program ("STAMP") or such other "a recognized signature guarantee medallion 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added [Include if the Secu rity is issued in global form. Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RESTRICTED NOTES WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (4000) 000-0000 Re: 8 7/8WRKCo Inc. 4.650% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Note due 2026 CUSIP # Reference is hereby made to that certain indenture dated December 3, INC2018 (the “Base Indenture”) and that certain First Supplemental Indenture dated December 3, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WRKCo Inc. (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This Certificate certificate relates to $______ $ principal amount of Securities Notes held in (5)|_| check applicable space) book-entry or |_| definitive form by _______ (the "Transferor")undersigned. The Transferor: |_| has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Security Definitive Note or Securities Definitive Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; or[_] hereby requests the Registrar or Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with the Restricted Notes Legend as further specified below: CHECK ONE BOX BELOW:
Appears in 1 contract
Samples: Supplemental Indenture (WestRock Co)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate boxBox: |_| Section 4.13 |_| Article X [ ] If you want to elect wish to have only part a portion of this Security purchased by the Issuers pursuant to Section 4.13 or 4.15 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ ------------ Date: ________________ Your Signature:: ____________________ Signature Guarantee: _______________________ (Sign exactly as your name appears EXHIBIT B SUBSIDIARY GUARANTEE The undersigned hereby unconditionally guarantees on a senior unsecured basis to the Holder of this Security the payments of principal of and interest on this Security in the amounts and at the time when due and interest on the other side overdue principal and interest, if any, of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting , if lawful, and the requirements payment or performance of all other obligations of the RegistrarIssuers under the Indenture or the Securities, which requirements include membership or participation in to the Holder of this Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by and the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part terms and limitations of this Global Security Security, Article X of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in the precise terms of this Global signatory Subsidiary Guarantee and all of Principal Amount Principal Amount Security following Trustee or the other provisions of the Indenture to which this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor")Subsidiary Guarantee relates. The Transferorinternal laws of the State of New York shall govern this Subsidiary Guarantee without regard to principles of conflict of laws. [ ] By: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orName: Title: By: Name: Title:
Appears in 1 contract
Samples: Sprint Spectrum Finance Corp
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.13 4.10, Section 4.11 or Article X 4.16 of the Indenture, check the appropriate boxbox below: |_| [ ] Clause (vii) of the second paragraph of Section 4.13 |_| Article X 4.07 [ ] Section 4.10 [ ] Section 4.11 [ ] Section 4.16 If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to clause (vii) of the second paragraph of Section 4.07, Section 4.10, Section 4.11 or Section 4.16 of the Indenture, state the principal amount you want elect to have purchased: $_________________ $ ------------------ Date: ________________ -------------------- Your Signature:__________________________________ : ----------------------------------- (Sign exactly as your name appears on the other side face of this SecurityNote) Tax Identification No.: ------------------------- Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation Guarantee*: ------------------------------------- * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). A2-13 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) REGULATION S TEMPORARY GLOBAL NOTE* The following exchanges of a part of this Regulation S Temporary Global Security Note for Definitive Securities an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Signature of Principal Amount of Amount of decrease Amount of increase this Global Note Signature of in following such officer of authorized Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following of decrease Trustee or of this Global of this Global such decrease (or Securities Note Date of Exchange Security Security this Global Note this Global Note (or increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 ----------------- ------------------- ------------------- -------------------- ----------------- * This schedule should only be added included if the Secu rity Note is issued in global form. A2-14 EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Hollywood Casino Shreveport Shreveport Capital Corporation c/o Hollywood Casino Corporation Two Xxxxxxxx Xxxxx, Xxxxx 0000 00000 Xxxx Xxxx, LB 48 Dallas, TX 00000 Xxxxx Xxxxxx Bank and Trust Company P. X. Xxx 000 Xxxxxx, Xxxxxxxxxxxxx 00000 Re: 8 7/813% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount First Mortgage Notes due 2006 with Contingent Interest of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations Hollywood Casino Shreveport and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orShreveport Capital Corporation
Appears in 1 contract
Samples: HCS Ii Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 or Article X 4.08 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.08 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No: SIGNATURE GUARANTEE Participant in a Recognized Signature Guarantee Medallion Program SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY* The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian * This should be included only if the Note is issued in global form. EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this “Supplemental Indenture”), dated as of [__________] [__], 20[____ Signature:], among [__________________________________ ] (Sign exactly as your name appears on the other side of this Security“Guaranteeing Subsidiary”) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting and U.S. Bank National Association, a national banking association organized under the requirements laws 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 1934United States, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"“Trustee”). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or.
Appears in 1 contract
Samples: Indenture (O-I Glass, Inc. /DE/)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.13 or Article X 4.09 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ☐ If you want to elect to have only part of this Security Note purchased by the Issuers pursuant to Section 4.09 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this SecurityNote) ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Note. Signature guarantee:___________________________________ Signatures Guarantee: Date: Signature must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership a participant in a recognized signature guaranty medallion program or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor program reasonably acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Transfer Agents Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. Signature Guarantee CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED RESTRICTED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate certificate relates to $______ principal amount of Securities Notes held in (5)|_| check applicable space) book-entry or |_| definitive form by _______ (the "Transferor")undersigned. The Transferor: |_| undersigned (check one box below): ☐ has requested the Trustee Registrar or applicable Transfer Agent by written order to deliver in exchange for its beneficial interest in the Global Security Note held by the Depository a Security Clearing Agency or Securities DTC a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security Note (or the portion thereof indicated above); or☐ has requested the Registrar or applicable Transfer Agent by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you the Holder want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureIssuer, check the appropriate box: |_| Section 4.13 |_| Article X [ ] If you want to elect to have only part of this Security purchased by the Issuers pursuant to the IndentureIssuer, state the principal amount you want to have purchasedamount: $_________________ Date$ --------- Dated: ________________ Signature:__________________________________ Your signature: --------- ------------------------------------- (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures Guarantee:* ---------------------------------------------------------- --------------------- * Signature must be guaranteed by an "eligible institution" meeting the requirements a member of the Registrar, which requirements include membership or participation Medallion Signature Program. EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] SENIOR SUBORDINATED GUARANTEE The Subsidiary Guarantors (as defined in the Indenture referred to in the Security Transfer Agent Medallion Program upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee on a senior subordinated basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "STAMPSubsidiary Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal, premium and interest, if any, on the Securities, and the due and punctual performance of all other "signature guarantee program" as may be determined by obligations of the Registrar in addition to, Issuer to the Holders or in substitution for, STAMPthe Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities Exchange Act and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of 1934payment to the prior payment in full of all Senior Guarantor Indebtedness of such Subsidiary Guarantor, as amendedto the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Subsidiary Guarantee therein made. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [Subsidiary Guarantor] By: -------------------------------- Name: Title: 116 EXHIBIT C FORM OF LEGENDS FOR SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Any Global Security which represents the Initial Securities (and all Securities issued in substitution thereof) shall bear a legend in substantially the following form: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE 117 WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR AS LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Physical Securities have been made: Principal Amount Signature of Amount of Amount of Principal Amount of this Global authorized decrease in increase Security officer of Principal Amount in Principal following such Trustee or Date of of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orincrease) Custodian -------- -------- --------------- ------------- --------- 119 APPENDIX Subsidiary Guarantors Classic Cable Holding, Inc. Ponca Holdings, Inc. Classic Telephone, Inc. Universal Cable Holdings, Inc. Universal Cable Communications Inc. Universal Cable of Beaver, Oklahoma, Inc. Universal Cable Midwest, Inc. WT Acquisition Corporation W.K. Communications, Inc. Television Enterprises, Inc. Black Creek Communications, L.P. Black Creek Management, L.L.C. 120 [FORM OF SECURITY] (Face of Security) EXHIBIT A CUSIP No. 18270XXX0 CLASSIC CABLE, INC. ----------------------------------
Appears in 1 contract
Samples: Black Creek Management LLC
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ Date: :________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is $ . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCEXHIBIT A-3 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 3.100% Senior Notes due 2050 CUSIP No. 00000XXX0 ISIN No. US03027XBD12 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) on June 15, 2050 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: June 15 and December 15, with the first payment to be made on December 15, 2020. Regular Record Dates: June 1 and December 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 4.10 or Article X 4.15 of the First Supplemental Indenture, check the appropriate boxbox below: |_| ¨ Section 4.13 |_| Article X 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.10 or Section 4.15 of the First Supplemental Indenture, state the principal amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you want elect to have purchased: $_________________ $ Date: ________________ Signature:__________________________________ Your Signature (Sign exactly as your name appears on the other side of this SecurityNote) Soc. Sec. or Tax Identification No.: Signature guarantee:___________________________________ Guarantee: (signature must be guaranteed) 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. SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of increases or decreases in this Global Security for Definitive Securities Note have been made: Signature of Date Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian NOTATION OF GUARANTEE Each of the Subsidiary Guarantors (or which term includes any successor Person under the Indenture) has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities Date and all other amounts due and payable under the Indenture and the Securities by the Issuers. The obligations of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is issued in global formhereby made to the Indenture for the precise terms of the Guarantee. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) ReLinn Energy Holdings, LLC Linn Exploration Midcontinent, LLC Linn Exploration & Production Michigan LLC Linn Midstream, LLC Linn Midwest Energy LLC Linn Operating, Inc. Mid-Continent I, LLC Mid-Continent II, LLC Mid-Continent Holdings I, LLC Mid-Continent Holdings II, LLC By: 8 7/8Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer ANNEX A LINN ENERGY, LLC LINN ENERGY FINANCE CORP. and the Subsidiary Guarantors named herein 6.500% SENIOR SUBORDINATED NOTES DUE 2011 2021 FORM OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS[ ] SUPPLEMENTAL INDENTURE DATED AS OF , INC. U.S. BANK NATIONAL ASSOCIATION, As Trustee This Certificate relates to $______ principal amount [ ] SUPPLEMENTAL INDENTURE, dated as of Securities held in , (5)|_| book-entry or |_| definitive form by _______ this “[ ] Supplemental Indenture”) is among Linn Energy, LLC, a Delaware limited liability company (the "Transferor"“Company”). The Transferor: |_| has requested , Linn Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Trustee by written order to deliver in exchange for its beneficial interest Company, the “Issuers”), [ ] (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Global Security held by the Depository Indenture referred to below) and U.S. Bank National Association, a Security or Securities in definitivenational banking association, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oras Trustee.
Appears in 1 contract
Samples: Indenture (Linn Energy, LLC)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want of this Global Security is $ . The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION RBS Global, Inc. Rexnord LLC 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention of: General Counsel Facsimile: (000) 000-0000 Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attention of: Corporate Trust Services Facsimile: (000) 000-0000 Ladies and Gentlemen: This certificate is delivered to have purchasedrequest a transfer of $[ ] principal amount of the 9 1/2% Senior Notes due 2014 (the “Securities”) of RBS GLOBAL, INC. and REXNORD LLC (together, the “Issuers”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: $_________________ DateName: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Debenture purchased by the Issuers Company pursuant to Section 4.13 3.08 or Article X 3.10 of the Indenture, check the appropriate boxbox below: |_| ¨ Section 4.13 |_| Article X 3.08 ¨ Section 3.10 If you want to elect to have only part of this Security the Debenture purchased by the Issuers Company pursuant to Section 3.08 or Section 3.10 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: _______________ Your Signature: (Sign exactly as your name appears on the face of this Debenture) Tax Identification No.: ________________________ Signature:Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL DEBENTURE The following exchanges of a part of this Global Debenture for an interest in another Global Debenture or for a Definitive Debenture, or exchanges of a part of another Global Debenture or Definitive Debenture for an interest in this Global Debenture, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Debenture Amount of increase in Principal Amount of this Global Debenture Principal Amount of this Global Debenture following such decrease (or increase) Signature of authorized officer of Trustee or Custodian EXHIBIT A-1 Face of Regulation S Temporary Global Debenture CUSIP/CINS ____________ 3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2026 No. ___ $____________ BROADWING CORPORATION promises to pay to __________________________________ (Sign exactly as your name appears on _________________________________________or registered assigns, the other side principal sum of this Security) Signature guarantee:__________________________________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the RegistrarDOLLARS on May 16, 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 amended2026. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeInterest Payment Dates: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) ReMay 15 and November 15 Record Dates: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by May 1 and November 1 Dated: _______________, 200_ BROADWING CORPORATION By: Name: Title: This is one of the Debentures referred to in the within-mentioned Indenture: X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Back of Regulation S Temporary Global Debenture 3.125% Convertible Senior Debentures due 2026 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL DEBENTURE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED DEBENTURES, ARE AS SPECIFIED IN THE INDENTURE (the "Transferor"AS DEFINED HEREIN). The Transferor: |_| has requested NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL DEBENTURES SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL DEBENTURE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS DEBENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL DEBENTURE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL DEBENTURE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL DEBENTURE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN DEFINITIVE FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES OR SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO BROADWING CORPORATION THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER OF THE SECURITY SO REQUESTS), (2) TO THE ISSUER OF THE SECURITY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. Capitalized terms used herein have the Trustee by written order meanings assigned to deliver in exchange for its beneficial interest them in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal Indenture referred to its beneficial interest in such Global Security (or the portion thereof indicated above); orbelow unless otherwise indicated.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureIF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, check the appropriate boxCHECK THE BOX: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security purchased by the Issuers pursuant to the IndentureASSET DISPOSITION [ ] CHANGE OF CONTROL { ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, state the principal amount you want to have purchasedSTATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: $__________________ DateYOUR SIGNATURE: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this SecuritySIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) Signature guaranteeSIGNATURE GUARANTEE:___________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Security following signatory of Trustee or Global Security Global Security such decrease or increase Securities held in Custodian EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (5)|_| book-entry or |_| definitive form by _______ this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "TransferorNew Guarantor"), a subsidiary of LAND O'LAKES, INC. The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or its successor), a Minnesota cooperative corporation (the portion thereof indicated above"Company"); or, [EXISTING GUARANTORS] and U.S. BANK N.A., a national banking association, as trustee under the indenture referred to below (the "Trustee").
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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale o Change of Control o If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want of this Global Security is $ . The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION RBS Global, Inc. Rexnord Corporation c/o Wells Fargo Bank, National Association • • Attention: Vice President Ladies and Gentlemen: This certificate is delivered to have purchasedrequest a transfer of $[ ] principal amount of the 11¾% Senior Subordinated Notes due 2016 (the “Securities”) of RBS GLOBAL, INC. and REXNORD CORPORATION (together, the “Issuers”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: $_________________ DateName: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
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Samples: Chase Merger Sub (Rexnord Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate boxBox: |_| Section 4.13 |_| Article X [ ] If you want to elect wish to have only part a portion of this Security purchased by the Issuers pursuant to Section 4.13 or 4.15 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ ------------ Date: ________________ Your Signature:: ____________________ Signature Guarantee: _______________________ (Sign exactly as your name appears EXHIBIT B SUBSIDIARY GUARANTEE The undersigned hereby unconditionally guarantees on a senior unsecured basis to the Holder of this Security the payments of principal of and interest on this Security in the amounts and at the time when due and interest on the other side overdue principal and interest, if any, of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting , if lawful, and the requirements payment or performance of all other obligations of the RegistrarIssuers under the Indenture or the Securities, which requirements include membership or participation in to the Holder of this Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by and the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part terms and limitations of this Global Security Security, Article X of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in the precise terms of this Global signatory Subsidiary Guarantee and all of Principal Amount Principal Amount Security following Trustee or the other provisions of the Indenture to which this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor")Subsidiary Guarantee relates. The Transferorinternal laws of the State of New York shall govern this Subsidiary Guarantee without regard to principles of conflict of laws. [ ] By: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orName: Title:
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Samples: Sprint Spectrum L P
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to the Change of Control provisions of Section 4.13 or Article X 4.5 of the Supplemental Indenture, check the appropriate following box: |_| Section 4.13 |_| Article X . [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to the Change of Control provisions of Section 4.5 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ $ ------------ Date: ________________ Your Signature:__________________________________ : ------------- -------------------- -------------------------------------------------------------------------------- (Sign exactly as your name appears on the other side of this SecurityNote) -------------------------------------------------------------------------------- Tax Identification No.: ------ Signature guarantee:___________________________________ Signatures Guarantee.* - Signature must be guaranteed by an "eligible institution" meeting guarantor institution within the requirements meaning of the RegistrarSecurities and Exchange Commission Rule 17Ad-15 (including banks, which requirements include stock brokers, savings and loan associations, national securities exchanges, registered securities associations, clearing agencies and credit unions) with membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "an approved signature guarantee program" as may medallion program if this Note is to be determined by the Registrar in addition delivered other than to, or and in substitution forthe name of, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered holder. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) NOTES* The following exchanges of a part of this Global Security Note for Definitive Securities Notes have been made: Signature of Amount of Amount of Principal Amount authorized decrease PRINCIPAL AMOUNT AMOUNT OF AMOUNT OF OF THIS GLOBAL SIGNATURE OF DECREASE IN INCREASE IN NOTE FOLLOWING AUTHORIZED OFFICER PRINCIPAL AMOUNT PRINCIPAL AMOUNT SUCH DECREASE OF TRUSTEE OR DATE OF EXCHANGE OF THIS GLOBAL NOTE OF THIS GLOBAL NOTE (OR INCREASE) SECURITY CUSTODIAN ---------------- ------------------- ------------------- --------------- ------------------ ----------------- * To be included in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orNote.
Appears in 1 contract
Samples: First Supplemental Indenture (Petroleum Geo Services Asa)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 5.10 or Article X Section 5.14 of the Indenture, check the appropriate boxbox below: |_| ¨¨ Section 4.13 |_| Article X 5.10 ¨¨ Section 5.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 5.10 or Section 5.14 of the Indenture, state the principal amount you want elect to have purchased: $__US$_______________ Date: ________________ Your Signature:_______________________________________ (Sign exactly as your name appears on the other side face of this SecurityNote) Signature guaranteeTax Identification No.:__________________________________ Signature Guarantee*: _________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Security Note for an interest in another Global Note or for a Definitive Securities Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal Amount of this Global Note following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global Global Note form. CERTIFICATE EXHIBIT B FORM OF NOTATION OF SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of September —, 2010 (the “Indenture”) among Xxxxxxx Petroleum Corporation, as parent guarantor (“Xxxxxxx” or the “Parent Guarantor”), Xxxxxxx Petroleum Finance Corporation, as issuer (the “Issuer”), the Subsidiary Guarantors listed on Schedule I thereto and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Each Subsidiary Guarantor agrees that this Subsidiary Guarantee shall be a guarantee of payment and not of collection. All payments under this Subsidiary Guarantee shall be made in U.S. Dollars. These and other additional obligations of the Subsidiary Guarantors to the Holder and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in the Indenture to which reference is hereby made for the precise terms of such obligations. THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. HORNET ENERGY LTD. By: Name: Title: XXXXXXX PETROLEUM, by its managing partner, XXXXXXX PETROLEUM CORPORATION By: Name: Title: XXXXXXX PETROLEUM HOLDINGS CORPORATION By: Name: Title: EXHIBIT C FORM OF SUPPLEMENTAL INDENTURE AND GUARANTEE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES BY SUBSEQUENT GUARANTORS Supplemental Indenture (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASthis “Supplemental Indenture”), INC. This Certificate relates to $dated as of ______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by ___________, 20__, among __________________ (the "Transferor"“Guaranteeing Subsidiary”). The Transferor: |_| has requested , a subsidiary of Xxxxxxx Petroleum Corporation (or its permitted successor), an Alberta corporation (the Trustee by written order to deliver in exchange for its beneficial interest “Parent Guarantor”), Xxxxxxx Petroleum Finance Corporation, as issuer (the “Issuer”), the Parent Guarantor, the other Subsidiary Guarantors (as defined in the Global Security held by Indenture referred to herein) and The Bank of Nova Scotia Trust Company of New York, as trustee under this Indenture referred to below (the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above“Trustee”); or.
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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 4.03 of the Supplemental Indenture, check the appropriate box: |_| Section 4.13 |_| Article X o If you want to elect to have only part of this Security purchased by the Issuers Issuer pursuant to Section 4.03 of the Supplemental Indenture, state the amount in principal amount you want to have purchasedamount: $_________________ Date$ Dated: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security.) Signature guarantee:Guarantee: (Signature must be guaranteed) 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. EXHIBIT A [FORM OF FACE OF SERIES B NOTES] ________________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in */ [If the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may is to 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE form add the Global Securities Legend from the Exhibit to Appendix A and the attachment from such Exhibit captioned “[TO BE DELIVERED UPON EXCHANGE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $DECREASES IN GLOBAL SECURITY”.] No.______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ ($_____ 5.375% Senior Notes Due 2014 Service Corporation International, a Texas corporation, promises to pay to , or registered assigns, the "Transferor")principal sum of Dollars on January 15, 2022. The TransferorInterest Payment Dates: |_| has requested January 15 and July 15. Record Dates: January 1 and July 1. Additional provisions of this Security are set forth on the Trustee by written order other side of this Security. Dated: SERVICE CORPORATION INTERNATIONAL, By Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee, certifies that this is one of the Securities referred to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orSupplemental Indenture. By Authorized Signatory [FORM OF REVERSE SIDE OF SERIES B NOTES]
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Service Corporation International)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Moog pursuant to Section 4.10 (Asset Sale) or 4.13 or Article X (Change of Control) of the Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Moog pursuant to SECTION 4.10 or 4.13 of the Indenture, state the principal amount you want elect to have purchased: $_____________________ Date: _____________________ Your Signature:_: _________________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:Tax Identification Number: ________________________ Signature guarantee: _______________________ (Signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended) Exhibit 4.1 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made: Date of Exchange Amount of decreasein Principal Amount of this Global Note Amount of increasein PrincipalAmount of thisGlobal Note Principal Amount ofthis Global Notefollowing suchdecrease or increase Signature of authorized signatory of Trustee, Depositary or Custodian __________________ *This schedule should be included only if the Note is issued in global form. Exhibit 4.1 EXHIBIT B [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] Moog Inc. 000 Xxxxxxx Xxxx East Aurora, New York 14052 Attention: President MUFG UNION BANK, N.A. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Corporate Trust - Account Administration Facsimile: +0 000-000-0000 Telephone: +0 000-000-0000 Email: XXXX@xxxxxxxxx.xxx Re: Moog Inc. 4.250% Senior Notes due 2027 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and Moog Inc. 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. Very truly yours, _______________________________ Signatures [Name of Transferor] By: ____________________________ Authorized Signature Signature guarantee: __________________ (Signature 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, for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE ) Exhibit 4.1 EXHIBIT C [FORM OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] Moog Inc. 000 Xxxxxxx Xxxx East Aurora, New York 14052 Attention: President MUFG UNION BANK, N.A. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Corporate Trust - Account Administration Facsimile: +0 000-000-0000 Telephone: +0 000-000-0000 Email: XXXX@xxxxxxxxx.xxx Re: 8 7/8Moog Inc. 4.250% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to Senior Notes due 2027 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal of the Notes, we confirm that such sale has been effected pursuant to its beneficial interest and in such Global Security accordance with Regulation S under the U.S. Securities Act of 1933, as amended (or the portion thereof indicated above“Securities Act”); or, and, accordingly, we represent that:
Appears in 1 contract
Samples: Indenture (Moog Inc.)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want of this Global Security is $ , The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Verso Paper Holdings LLC Verso Paper Inc. c/o Wilmington Trust Company 0000 Xxxxx Xxxxxx Xxxxxx Wilmington, DE 19890-1615 Attention of: Corporate Capital Markets Facsimile: (000) 000-0000 Ladies and Gentlemen: This certificate is delivered to have purchasedrequest a transfer of $[ ] principal amount of [91/8% Second Priority Senior Secured Fixed Rate Notes] [Second Priority Senior Secured Floating Rate Notes] due 2014 (the “Securities”) of VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. (together, the “Issuers”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: $_________________ DateName: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 411 or Article X Section 415 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X [ ]. If you want to elect wish to have only part a portion of this Security Note purchased by the Issuers Company pursuant to Section 411 or Section 415 of the Indenture, state the amount (in principal amount you want to have purchasedamount) below: $_________________ $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:___________________________________ Guarantee: Signatures must be guaranteed by an "“eligible guarantor institution" ” meeting the requirements of the Note 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 Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of increases or decreases in this Global Security for Definitive Securities Note have been made: Signature Date of Exchange Amount of Amount of decreases in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increases in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal amount of this Global Note following such decrease (decreases or Securities Date increases Signature of Exchange Security Security increase) authorized officer of Trustee or Notes Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) EXHIBIT C Form of Certificate of Beneficial Ownership On or after [ ], 20[ ] WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Department19 Re: 8 7/8HD Supply, Inc. (the “Company”) [ ]% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Secured First Priority Notes due [ ], INC. 20[ ] (the “[ ] Notes”) Ladies and Gentlemen: This Certificate letter relates to $______ $ principal amount of Securities held in (5)|_| book-entry or |_| definitive form Notes represented by _______ the offshore [temporary] global note certificate (the "Transferor"“[Temporary] Regulation S Global Note”). The Transferor: |_| has requested Pursuant to Section 313(3) of the Trustee by written order Indenture dated as of April 12, 2012, relating to deliver in exchange for its the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial interest in the Global Security held owner of such principal amount of Notes represented by the Depository [Temporary] Regulation S Global Note and (2) we are either (i) a Security Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S. Person who purchased securities in definitivea transaction that did not require registration under the Act. You, registered form the Company and counsel for the Company 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 authorized denominations Holder] By: Authorized Signature 19 Insert successor address or Trustee, as applicable. EXHIBIT D Form of Regulation S Certificate WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Department20 Re: HD Supply, Inc. (the “Company”) [ ]% Senior Secured First Priority Notes due [ ], 20[ ] (the “Notes”) Ladies and an Gentlemen: In connection with our proposed sale of $ aggregate principal amount equal of Notes, we confirm that such sale has been effected pursuant to its beneficial interest and in such Global Security accordance with Regulation S (or “Regulation S”) under the portion thereof indicated aboveSecurities Act of 1933, as amended (the “Securities Act”); or, and accordingly, we hereby certify as follows:
Appears in 1 contract
Samples: Hd Supply, Inc.
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X /__/ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Article X of the Indenture, state the principal amount you want to have be purchased: $_________________ Date: ________________ Signature:__________: ________________________ (Sign exactly as your name appears on the other side of this Security) SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES/2/ The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature guarantee:of Amount of Amount of Principal Amount authorized decrease in increase in of this Global officer Principal Amount Principal Amount Security following of Trustee or Date of of this Global of this Global such decrease (or Securities Exchange Security Security increase) Custodian -------------------------------------------------------------------------------------------- -------------------- /2/ This schedule should only be added if the Security is issued in global form. [FORM OF] ASSIGNMENT I or we assign this Security to ________________________________________________________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $________________________________________________________________________________ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by ________________________________________________________________________________ (Print or type name, address and zip code of assignee) Please insert Social Security or other identifying number of assignee ____________________________________ and irrevocably appoint _________ agent to transfer this Security on the "Transferor"books of the Company. The agent may substitute another to act for him. Date: _______________ Signed: _______________________________________________ ________________________________________________________________________________ (Sign exactly as name appears on the other side of this Security) Signature Guarantee.* _____________________________ *Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee). EXHIBIT B --------- FORM OF CONVERSION NOTICE ------------------------- To: United States Filter Corporation $200,000,000 [ ]% Convertible Subordinated Notes due 2001 The Transferorundersigned owner of this Security hereby: |_| has requested (i) irrevocably exercises the Trustee by written order option to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitiveconvert this Security, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof hereof below designated, for shares of Common Stock of United States Filter Corporation in accordance with the terms of this Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated above); orbelow. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated ___________________ __________________________________________________ Signature Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. __________________________________________________ Social Security or other Taxpayer Identifying Number ______________________________ (Name) ______________________________ (Street Address) ______________________________ (City, State and Zip Code) (Please print name and address) Principal amount to be converted: (if less than all) $ ________________________________________________ Signature Guarantee.*
Appears in 1 contract
Samples: United States Filter Corp
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ Date: :________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is $ . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCXXXXXXX X-0 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 3.950% Senior Notes due 2029 CUSIP No. 00000XXX0 ISIN No. US03027XAU46 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) on March 15, 2029 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: March 15 and September 15, with the first payment to be made on September 15, 2019. Regular Record Dates: March 1 and September 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 or Article X 1107 of the Indenture, check the appropriate boxbox below: |_| ☐ Section 4.13 |_| Article X 1107 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 1107 of the Indenture, state the principal amount you want elect to have purchased: $_________________ Date: ________________ Signature:_______ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee:*____________________________ (Sign exactly as your name appears on the other side of this Security) * Participant in a recognized Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Security Note for Definitive Securities other Notes have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Note Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Note Principal Amount of this Global Note following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized signatory of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION ANNEX B NOTATION OF TRANSFER OF SECURITIES SUBSIDIARY GUARANTEE Each of the Subsidiary Guarantors (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASwhich term includes any successor Person under the Indenture (as defined below)), INC. This Certificate relates has fully and unconditionally guaranteed, to $______ principal amount the extent set forth in Article Sixteen of Securities held in (5)|_| book-entry or |_| definitive form the Seventeenth Supplemental Indenture dated as of August 24, 2020, by _______ and among Concho Resources Inc., as issuer, the Subsidiary Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the "Transferor"“Supplemental Indenture”) to the Indenture, dated as of September 18, 2009 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The Transferor: |_| has requested obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee by written order pursuant to deliver the Subsidiary Guarantee and the Indenture are expressly set forth in exchange Article Sixteen of the Supplemental Indenture and reference is hereby made to the Indenture for its beneficial interest in the Global Security held by precise terms of the Depository a Security or Securities in definitive, registered form of authorized denominations Subsidiary Guarantee and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orconditions upon which it may be released.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 410 or Article X 414 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X [ ]. If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 410 or 414 of the Indenture, state the amount (in principal amount you want to have purchased: $_________________ amount): $ Date: ________________ Signature:__________________________________ Signed: ------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this Securitythe Note) Signature guarantee:___________________________________ Guarantee: ----------------------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note 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 Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of increases or decreases in this Global Security for Definitive Securities Note have been made: Signature Date of Amount of Amount of Principal Amount authorized decrease amount Signature Exchange decreases in increase increases in of this Global signatory of authorized Principal Principal Note following officer or Trustees Amount Principal Amount Security following Trustee or of this Global Amount of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount decreases of Securities held Global Note Global Note or increases Custodian EXHIBIT B Form of Supplemental Indenture in (5)|_| book-entry or |_| definitive form by Respect of Note Guarantee SUPPLEMENTAL INDENTURE, dated as of [_______ ___] (this "Supplemental Indenture"), among [name of [New Note Guarantor[s](14)] (the "TransferorNew Note Guarantor[s]"). The Transferor: |_| has requested , U.S. Office Products Company (the "Company"), [any] [the] [each other] then existing Note Guarantor[s] under the Indenture referred to below (the "Existing Guarantor[s]") and State Street Bank and Trust Company, as Trustee by written order (the "Trustee") under the Indenture referred to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orbelow.
Appears in 1 contract
Samples: Us Office Products Co
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Disposition) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 or 4.08 of the Indenture, state the principal amount you want to have purchased: ($_________________ 1,000 or an integral multiple thereof): $ Date: ________________ Signature:__________________________________ Your Signature: ------------------ (Sign exactly as your name appears on the other side of this the Security) Signature guarantee:___________________________________ Signatures Guarantee: -------------------------------------------------------- Signature must be guaranteed by an "eligible institution" meeting a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to 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. Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of Amount of Amount of Principal Amount authorized decrease in increase principal amount in of principal amount this Global Security authorized signatory Date of Principal Amount Principal Amount Security following Trustee or of this Global of this Global following such decrease (of Trustee or Securities Date of Exchange Security Security increasedecrease or increase Securities Custodian EXHIBIT C FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASdated as of , INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ among [GUARANTOR] (the "TransferorNew Guarantor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository , a Security or Securities in definitive, registered form subsidiary of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security PLIANT CORPORATION (or its successor), a Utah corporation (the portion thereof indicated above"Company"); or, [OTHER EXISTING GUARANTORS] and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the indenture referred to below (the "Trustee").
Appears in 1 contract
Samples: Pierson Industries Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 2.10 (“Change of Control”) of the Supplemental Indenture, check the appropriate boxbox below: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 2.10 of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_____________________ Date: ________________ Signature:____________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:__________________Tax Identification Number: _________________ Signatures Signature guarantee:______________ (Signature must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation a participant in the Security Transfer Agent Medallion Program ("STAMP") or such other "a recognized signature guarantee medallion 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added [Include if the Secu rity is issued in global form. Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RESTRICTED NOTES WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, Pennsylvania 15262 Attention: Corporate Trust Administration Facsimile: (4000) 000-0000 Re: 8 7/8WestRock Company 3.750% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Note due 2025 CUSIP # Reference is hereby made to that certain indenture dated August 24, INC2017 (the “Base Indenture”) and that certain Second Supplemental Indenture dated March 6, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WestRock Company (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This Certificate certificate relates to $______ $ principal amount of Securities Notes held in (5)|_| check applicable space) book-entry or |_| definitive form by _______ (the "Transferor")undersigned. The Transferor: |_| has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Security Definitive Note or Securities Definitive Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; or[_] hereby requests the Registrar or Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with the Restricted Notes Legend as further specified below: CHECK ONE BOX BELOW:
Appears in 1 contract
Samples: Supplemental Indenture (WestRock Co)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have all or any part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 5.5 of the Sixth Supplemental Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 5.5 of the Sixth Supplemental Indenture, state the principal amount you want elect to have purchased: $ (multiple of $_________________ 1,000, but not less than $2,000) Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side face of this SecurityNote) Signature guarantee:___________________________________ 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities is $[ ]. The following increases or decreases in this Global Security have been made: Signature of Date ofExchange Amount of decrease inPrincipal Amount ofthis Global Security Amount of increasein Principal Amount authorized decrease in increase in of this Global signatory of Security Principal Amount Principal Amount Amountof this Global Security following such decrease or increase Signature ofauthorized signatoryof Trustee or DebtSecurities Custodian NOTATION OF GUARANTEE Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Sixth Supplemental Indenture and subject to the provisions in the Indenture dated as of March 15,1988 (the “Base Indenture”), between the Issuer and The Bank of New York, as trustee, as amended by the First Supplemental Indenture, dated May 31, 2005 (the “First Supplemental Indenture”), among the Issuer, The Bank of New York, as resigning trustee, and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor trustee (the “Trustee”), as further amended by the Second Supplemental Indenture, dated July 17, 2007 (the “Second Supplemental Indenture”), between the Issuer and the Trustee, as further amended by the Third Supplemental Indenture, dated May 4, 2010 (the “Third Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, as further amended by the fourth supplemental indenture, dated January 29, 2011 (the “Fourth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, as further amended by the fifth supplemental indenture, dated March 25, 2011 (the “Fifth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, and as further amended by the sixth supplemental indenture, dated February 7, 2012 (the “Sixth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee which collectively constitutes the indenture governing the Debt Securities (the Base Indenture, as amended by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture and Sixth Supplemental Indenture, the “Indenture”), (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the holders or the Trustee, all in accordance with the terms set forth in Article Seven of the Sixth Supplemental Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, all in accordance with the terms set forth in Article Seven of the Sixth Supplemental Indenture. The obligations of the Guarantors to the holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Six of the Sixth Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Global Guarantee. Each holder of the Note to which this Global Guarantee is endorsed, by accepting such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only Note, agrees to and shall be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form bound by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orprovisions.
Appears in 1 contract
Samples: Indenture (Limited Brands Inc)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.13 4.11, 4.21 or Article X 4.28 of the Indenture, check the appropriate boxbox below: |_| o Section 4.13 |_| Article X 4.11 o Section 4.21 o Section 4.28 If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.11, 4.21 or 4.28 of the Indenture, state the principal amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you want elect to have purchased: $_________________ Date: ________________ Signature:______________Your Signature (Sign exactly as your name appears on the other side of this Note) Soc. Sec. or Tax Identification No.: ____________________ Signature Guarantee: (Sign exactly as your name appears on the other side of this Securitysignature must be guaranteed) 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. [TO BE ATTACHED TO GLOBAL NOTE] SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Security Note for Definitive Securities an interest in another Global Note or exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: Signature of Principal Amount of Amount of decrease Amount of increase this Regulation S in Principal Amount authorized decrease in increase in Principal Amount Temporary Global Signature of of this Regulation of this Regulation Note following such authorized officer S Temporary Global signatory S Temporary Global decrease or of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Notes Date of Exchange Security Security increase) Note Note increase Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if ANNEX A TRICO SHIPPING AS and the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8Guarantors named herein 117/8% SENIOR SUBORDINATED SECURED NOTES DUE 2011 2014 FORM OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSUPPLEMENTAL INDENTURE DATED AS OF , INC. XXXXX FARGO BANK, N.A., As Trustee This Certificate relates to $SUPPLEMENTAL INDENTURE, dated as of ______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by ________ ___, _____ is among Trico Shipping AS, a Norwegian limited company (the "Transferor"“Company”). The Transferor: |_| has requested , each of the Trustee by written order to deliver in exchange for its beneficial interest in parties identified under the Global Security held by caption “Guarantors” on the Depository a Security or Securities in definitivesignature page hereto (the “Guarantors”) and Xxxxx Fargo Bank, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orN.A., as Trustee.
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OPTION OF HOLDER TO ELECT PURCHASE. If you the Holder want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureCompany, check the appropriate box: |_| Section 4.13 |_| Article X / / If you want to elect to have only part of this Security purchased by the Issuers pursuant to the IndentureCompany, state the principal amount you want to have purchasedamount: $$ Dated:____________________ Date: ________________ SignatureYour signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guaranteeGuarantee:__________________________________________________________ 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. SCHEDULE EXHIBIT B FORM OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) AEP INDUSTRIES INC. 000 Xxxxxxxx Xxxxxx South Hackensack, NJ 07606 Attention: [Name and Address of Registrar] Re: 8 7/89.875% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASSenior Subordinated Notes due 2007 Reference is hereby made to the Indenture, INCdated as of November 19, 1997 (the "Indenture"), between AEP Industries Inc. (the "Company") and The Bank of New York, as trustee. This Certificate relates Capitalized terms used but not defined herein shall have the meanings given to $them in the Indenture. ______ ___________, (the "Transferor") owns and proposes to transfer the Security[s] specified in Annex A hereto in the principal amount of Securities held $___ in such Security[s] (5)|_| book-entry or |_| definitive form by the "Transfer"), to ________ (the "TransferorTransferee"), as further specified in Annex A hereto. The Transferor: |_| has requested In the Trustee event that Transferor holds Physical Securities, this Certificate is accompanied by written order to deliver in exchange for its beneficial interest in one or more certificates aggregating at least the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal of Securities proposed to its beneficial interest in such Global Security (or be Transferred. In connection with the portion thereof indicated above); orTransfer, the Transferor hereby certifies that:
Appears in 1 contract
Samples: Aep Industries Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ Date: :________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is $ . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCXXXXXXX X-0 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 2.700% Senior Notes due 2031 CUSIP No. 03027X BM1 ISIN No. US03027XBM11 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) on April 15, 2031 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: April 15 and October 15, with the first payment to be made on October 15, 2021. Regular Record Dates: April 1 and October 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security 8.5% Note purchased by the Issuers Company pursuant to Section 4.13 10.14 (Asset Sales) or Article X Section 10.16 (Change of Control) of the Indenture, check the appropriate boxBox: |_| ¨ Section 4.13 |_| Article X 10.14 ¨ Section 10.16 If you want to elect wish to have only part a portion of this Security 8.5% Note purchased by the Issuers Company pursuant to Section 10.14 or Section 10.16 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ $ Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security8.5% Note) Signature guarantee:___________________________________ Signatures Guarantee: (Signature must be guaranteed by an "eligible institution" meeting the requirements a financial institution that is a member of the Registrar, which requirements include membership or participation in the Security Securities Transfer Agent Medallion Program ("“STAMP"”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other "signature guarantee program" program as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP, or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. .) [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE RESPECTING THE AMOUNT OF EXCHANGES OF DEFINITIVE SECURITIES (3) THIS GLOBAL SECURITY The following exchanges of a part increases or decreases in the principal amount of this Global Security for Definitive Securities have been made: Signature Date of Exchange Amount of Amount of Decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of Increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security Following such decrease (Decrease or Increase Signature of Authorized Officer of Trustee or Securities Date Custodian FORM OF NOTATION OF SUBSIDIARY GUARANTEE Each of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added the Guarantors (which term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/88.5% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form Notes and all other amounts due and payable under the Indenture and the 8.5% Notes by _______ (the "Transferor")Company. The Transferor: |_| has requested obligations of the Guarantors to the Holders of 8.5% Notes and to the Trustee by written order pursuant to deliver the Subsidiary Guarantees and the Indenture are expressly set forth in exchange Article Fourteen of the Indenture and reference is hereby made to the Indenture for its beneficial interest in the Global Security held by precise terms of the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orSubsidiary Guarantees. Guarantors: [NAME OF EACH GUARANTOR] By: Exhibit B
Appears in 1 contract
Samples: First Supplemental Indenture (Frontier Oil Corp /New/)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $€_______________ Date:________________ Date: ________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A-1 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is € . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 Signature of authorized officer of Registrar or Paying Agent * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCEXHIBIT A-2 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 4.625% Senior Notes due 2031 CUSIP No. 03027X CB4 ISIN No. XS2622275969 COMMON CODE: 262227596 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of Elavon Financial Services DAC, as common depositary, or its registered assigns, the principal sum of euros (€ ) on May 16, 2031 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Date: May 16, with the first payment to be made on May 16, 2024. Regular Record Date: May 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Issuer pursuant to Section 4.13 3.08 or Article X Section 3.09 of the Indenture, check the appropriate box: |_| [_] Section 4.13 |_| Article X 3.08 [_] Section 3.09 If you want to elect to have only part of this Security purchased by the Issuers Issuer pursuant to Section 3.08 or Section 3.09 of the Indenture, state the principal amount you want elect to have purchased: $$ ------------------------ Date:_________________ Date: Your Signature:________________ Signature:__________* _______________________________________________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures * Your signature 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) SECURITIES/4/ The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory at Maturity Signature of Principal Amount Principal Amount of this Global authorized signatory of at Maturity at Maturity of this Security following Trustee or Date of of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 ----------------------------------------------------------------------------------------------------- ---------------------------------- /4/ This schedule should only be added if the Secu rity Security is issued in global form. XXXXXXX X-0 FORM OF FACE OF REGULATION S TEMPORARY GLOBAL SECURITY LIQUID YIELD OPTION NOTE DUE 2017 (ZERO COUPON--SUBORDINATED) FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT OF THIS SECURITY IS $462.15, THE ISSUE DATE IS OCTOBER 14, 1997, AND THE YIELD TO STATED MATURITY IS 3.125% PER ANNUM (COMPUTED ON A SEMIANNUAL BOND EQUIVALENT BASIS). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESEN TATIVE OF THE DEPOSITORY TRUST COMPANY TO BE DELIVERED UPON THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./1/ TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCES SOR THEREOF, OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE II OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF./1/ THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR -------------------- /1/ This paragraph should be included only if the Security is a Global Security deposited with the DTC. PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION./2/ THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS LYON (OR ANY PREDECESSOR OR SUCCESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE XXXXx ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) 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 SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," 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, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGIS TRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, THE CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF SECURITIES THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE./2/ THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"AS DEFINED HEREIN). The Transferor: |_| has requested NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULA TION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST THEREON. ------------------- /2/ This paragraph should be included only if the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository is a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security Transfer Restricted Security. HEWLETT-PACKARD COMPANY LIQUID YIELD OPTION/TM/ NOTE DUE 2017 (or the portion thereof indicated above); orZERO COUPON--SUBORDINATED) No.
Appears in 1 contract
Samples: Indenture (Hewlett Packard Co)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 1.1[(m)] of the [First] Supplemental Indenture to the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security purchased by the Issuers Issuer pursuant to Section 1.1[(m)] of the [First] Supplemental Indenture to the Indenture, state the principal amount you want elect to have purchased: $_________________ DateU.S.$ Dated: ________________ Signature:__________________________________ (Sign exactly NOTICE: The signature on this option must correspond with the name as your name it appears on upon the other side face of this Security) Signature guarantee:___________________________________ Signatures must Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by an "eligible institution" meeting the requirements endorser’s bank or broker. Signature Guarantee: [To be attached to Global Securities only.] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Security have been made: Date of exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or note custodian EXHIBIT B FORM OF FACE OF DEFINITIVE REGISTERED CERTIFICATE No.: DELHAIZE GROUP SA/NV [—]% SENIOR NOTES DUE 20[—] DELHAIZE GROUP SA/NV, a company organized under the laws of the RegistrarKingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the registered holder of the Definitive Registered Notes evidenced by this Definitive Registered Certificate, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on [—]. Interest Payment Dates: [—] and [— ] in each year Record Dates: [—] and [—] Reference is made to the further provisions of the Definitive Registered Notes contained herein, which requirements include membership or participation shall for all purposes have the same effect as if set forth at this place. This is to certify that: of is the person registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined register maintained by the Registrar in addition to, or in substitution for, STAMP, all in accordance with relation to the Securities Exchange Act (the “Register”) as the duly registered holder of 1934the Securities evidenced by this Registered Definitive Certificate or, as amendedif more than one person is so registered, the first-named of such persons. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges This Definitive Registered Certificate shall be valid only if the certificate of a part of this Global Security for Definitive Securities have authentication hereon has been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following executed by the Trustee or of this Global of this Global such decrease referred to on the reverse hereof (or Securities Date of Exchange Security Security increasean authentication agent) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCby manual signature. This Definitive Registered Certificate relates is evidence of entitlement only. Title to $______ principal amount of the Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest passes only on due registration in the Global Security held by Register and only the Depository a Security or Securities Holder is entitle to payment in definitive, registered form respect of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orDefinitive Registered Notes.
Appears in 1 contract
Samples: Indenture (Shop 'N Save-Mass, Inc.)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureIF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, check the appropriate boxCHECK THE BOX: ASSET DISPOSITION |_| Section 4.13 CHANGE OF CONTROL |_| Article X If you want to elect to have only part of this Security purchased by the Issuers pursuant to the IndentureIF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, state the principal amount you want to have purchasedSTATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: $__________________ DateYOUR SIGNATURE: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this SecuritySIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) Signature guaranteeSIGNATURE GUARANTEE:___________________________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Security following signatory of Trustee or Global Security Global Security such decrease or increase Securities held in Custodian EXHIBIT C FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (5)|_| book-entry or |_| definitive form by _______ this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "TransferorNew Guarantor"), a subsidiary of ALLIANT TECHSYSTEMS INC. The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or its successor), a [Delaware] corporation (the portion thereof indicated above"Company"); or, [EXISTING GUARANTORS] and BNY MIDWEST TRUST COMPANY, an Illinois banking corporation, as trustee under the indenture referred to below (the "Trustee").
Appears in 1 contract
Samples: Alliant Techsystems Inc
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate following box: |_| Section 4.13 |_| Article X . [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.15 of the Indenture, state the principal amount you want elect to have purchased: $_________________ ------------ Date: ________________ Your Signature:__________________________________ : ---------------- ---------------- (Sign exactly as your name appears on the other side of this SecurityNote) Tax Identification No.: -------- Signature guarantee:___________________________________ Signatures Guarantee.* * Signature must be guaranteed by an "eligible institution" meeting guarantor institution within the requirements meaning of the RegistrarSecurities and Exchange Commission Rule 17Ad-15 (including banks, which requirements include stock brokers, savings and loan associations, national securities exchanges, registered securities associations, clearing agencies and credit unions) with membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "an approved signature guarantee program" as may medallion program if this Security is to be determined by the Registrar in addition delivered other than to, or and in substitution forthe name of, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered holder. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) NOTES2 The following exchanges of a part of this Global Security Note for Definitive Securities other Notes have been made: Signature ------------------------------------------------------------------------------- Principal Amount of Amount of Amount of Principal Amount authorized this Global decrease in increase in Note Signature of Principal Principal following authorized Amount of Amount of such signatory of Date of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Trustee or Exchange Security Security Note Note increase) Note Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 --------- ----------- ----------- ------------ -------------- ------------------------------- 2 This schedule should only be added included if the Secu rity Note is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASform [EXHIBIT B SUBSIDIARY GUARANTY Subject to Section 12.06 of the Indenture, INC. This Certificate relates each Subsidiary Guarantor hereby, jointly and severally, unconditionally guaranties to $______ principal amount each Holder of Securities held in (5)|_| book-entry or |_| definitive form a Note authenticated and delivered by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes and the Obligations of the Issuer under the Notes or under the Indenture, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by written order acceleration, redemption or otherwise, and interest on overdue principal, premium, if any (to deliver in exchange for its beneficial the extent permitted by law), interest in on any interest, if any, on the Global Security held by Notes and all other payment Obligations of the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal Issuer to its beneficial interest in such Global Security (the Holders or the portion thereof indicated above)Trustee under the Indenture or under the Notes will be promptly paid in full and performed, all in accordance with the terms thereof; orand (b) in case of any extension of time of payment or renewal of any Notes or any of such other payment Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale o Change of Control o If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want to have purchased: of this Global Security is $_________________ Date. The following increases or decreases in this Global Security have been made: ________________ Signature:__________Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Covalence Specialty Materials Corp. c/o Wells Fargo Bank, National Association • • Attention: Vice President Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 10¼% Senior Subordinated Notes due 2016 (the “Securities”) of COVALENCE SPECIALTY MATERIALS CORP. (the “Company”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: Name: ________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
Samples: Supplemental Indenture (Covalence Specialty Adhesives LLC)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X If you want to elect to have only part of this the Security purchased by the Issuers Company pursuant to Section 4.01(b) of the Supplemental Indenture, state the principal amount you want elect to have purchased: $_________________ Date: :________________ Your Signature:__________________________________ (Sign exactly as your name appears on the other side face of this Security) Signature guaranteeTax Identification No.:______________________ Signature Guarantee*:___________________ Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation * Participant in the Security Transfer Agent a recognized Signature Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedTrustee). SCHEDULE A SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INTERESTS IN THE GLOBAL SECURITY* The initial principal amount of this Global Security is $ . The following exchanges of a part of this Global Security for Definitive an interest in another Global Security or for Securities in certificated form, have been made: Signature Date of Exchange Amount of Amount of decrease in Principal Amount authorized decrease in increase in of this Global signatory Security Amount of increase in Principal Amount Principal Amount Security following Trustee or of this Global Security Principal Amount of this Global Security following such decrease (or Securities Date of Exchange Security Security increase) Signature of authorized officer of Trustee or Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 * This schedule should be included only be added if the Secu rity Security is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INCXXXXXXX X-0 [Face of Security] AMERICAN TOWER CORPORATION Certificate No. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ [INSERT GLOBAL SECURITY LEGEND AS REQUIRED] 3.700% Senior Notes due 2049 CUSIP No. 03027X AY6 ISIN No. US03027XAY67 American Tower Corporation, a Delaware corporation (the "Transferor"“Company”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of dollars ($ ) on October 15, 2049 and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for. Interest Payment Dates: April 15 and October 15, with the first payment to be made on April 15, 2020. Regular Record Dates: April 1 and October 1. The Transferor: |_| has requested provisions on the Trustee by written order to deliver in exchange for its beneficial interest in back of this certificate are incorporated as if set forth on the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orface hereof.
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.13 Sections 4.09, 4.11, 4.23 or Article X 4.24 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ☐ If you want the purchase is in part, indicate the portion (in denominations of $2,000 or any multiple of $1.00 in excess thereof) to elect to have only part of this Security purchased by the Issuers pursuant to the Indenture, state the principal amount you want to have be purchased: $_________________ DateYour Signature: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:Date: Certifying Signature: ______________________________________ Signatures must be guaranteed SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/Increase Notation Made by or on Behalf of Registrar SENIOR SECURED GUARANTEE OF [NAME OF GUARANTOR] Relating to the Indenture dated as of , 2020 (the “Indenture”) among Digicel Group 0.5 Limited, an "eligible institution" meeting exempted company with limited liability incorporated organized under the requirements laws of Bermuda (the “Issuer”), the Guarantor and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. For value received, [Name of Guarantor] (the “Guarantor”) hereby fully and, subject to the limitation on the effectiveness and enforceability described below and in Section 10.03 of the RegistrarIndenture, which requirements include membership or participation in unconditionally guarantees, on a senior secured, joint and several basis, to each Holder, to the Security Transfer Collateral Agent Medallion Program and its successors and assigns and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuer under the Indenture and the Note ("STAMP"including obligations to the Collateral Agent and the Trustee) or such other "signature guarantee program" as may be determined with respect to each Note authenticated and delivered by the Registrar in addition to, Trustee or in substitution for, STAMP, all its agent pursuant to and in accordance with the Securities Exchange Act Indenture, in accordance with the terms of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES the Indenture (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if all the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (foregoing being hereinafter collectively called the "Transferor"“Obligations”). The Transferor: |_| has requested Guarantor further agrees that the Trustee by written order to deliver Obligations may be extended or renewed, in exchange for its beneficial interest whole or in part, as provided in the Global Security held Indenture without notice or further assent from the Guarantor and that the Guarantor will remain bound by Article Ten of the Depository a Security Indenture notwithstanding any extension or Securities renewal of any Obligation. All payments under this Senior Secured Guarantee shall be made in definitivedollars. [Any other limitations to be included.] Capitalized terms not defined herein have the meanings given to such terms in the Indenture. This Senior Secured Guarantee shall be governed by, registered form and construed in accordance with, the laws of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orState of New York.
Appears in 1 contract
Samples: Digicel Pacific LTD
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Article 4 or Section 4.13 or Article X 5.06 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Article 4 or Section 5.06 of the Indenture, state the amount in principal amount you want to have purchasedamount: $_________________ · Date: ________________ Your Signature:__________________________________ : (Sign exactly as your name appears on the other side of this Security.) Signature guarantee:___________________________________ Guarantee: (Signature must be guaranteed) 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. SCHEDULE EXHIBIT A [FORM OF EXCHANGES FACE OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY * ** * If the Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only is to be added if the Secu rity is issued in global form. CERTIFICATE form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE DELIVERED UPON EXCHANGE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICASDECREASES IN GLOBAL SECURITY". ** If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, INCadd the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. This Certificate relates to $CUSIP No. _____ No. ______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ ($ ____________ 7 1/4% Senior Notes due February 15, 2011 Xxxxxxxx-Van Heusen Corporation, a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the "Transferor")principal sum of · Dollars on February 15, 2011. The TransferorInterest Payment Dates: |_| has requested February 15 and August 15. Record Dates: February 1 and August 1. Additional provisions of this Security are set forth on the Trustee by written order other side of this Security. Dated: Xxxxxxxx-Van Heusen Corporation By: Name: Title: By: Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION SUNTRUST BANK, as Trustee, certifies that this is one of the Securities referred to deliver in exchange for its beneficial interest in the Global Security held Indenture. by the Depository a Security or Securities in definitiveAuthorized Signatory Exhibit A-2 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [FORM OF REVERSE SIDE OF SECURITY] 7 1/4% Senior Notes due February 15, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or2011
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 4.05 or Article X Section 4.14 of the Indenture, check the appropriate box: |_| :Section 4.13 |_| Article X 4.05 [ ] Section 4.14 [ ] If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.05 or Section 4.14 of the Indenture, state the principal amount you want to have purchasedamount: $_____________ Dated:___________________ DateYour Signature: ________________ Signature(Signed exactly as name appears on the other side of this Security) Signature Guarantee:__________________________________ (Sign exactly as your name appears on the other side of this Security) 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. SCHEDULE EXHIBIT C FORM OF EXCHANGES OF DEFINITIVE LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (3) The following exchanges which would be in addition to any other legends required in the case of a part of this Global Security for Definitive Securities have been madeRestricted Security) in substantially the following form: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (or Securities Date of Exchange Security Security increaseOTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global formMAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE. EXHIBIT D CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/810 3/4% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. Senior Discount Notes due 2009 (the "Securities") of Xxxxxx Packaging Holdings Company and GPC Capital Corp. II This Certificate relates to $_______ principal amount at maturity of Securities held in (5)|_| book-entry or |_| definitive the form of* ___ a beneficial interest in a Global Security or* _______ Physical Securities by _______ (the "Transferor"). The Transferor: :* |_| has requested the Trustee by written order to that the Registrar deliver in exchange for its beneficial interest in the Global Security held by the Depository Depositary a Physical Security or Physical Securities in definitive, registered form of authorized denominations and an aggregate principal amount number equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you the Holder want to elect to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X of the IndentureCompany, check the appropriate box: |_| Section 4.13 |_| Article X [ ] If you want to elect to have only part of this Security purchased by the Issuers pursuant to the IndentureCompany, state the principal amount you want to have purchasedamount: $_________________ Date$ ----------- Dated: ________________ Signature:__________________________________ Your signature: ----------- ------------------------------------- (Sign exactly as your name appears on the other side of this Security) Signature guarantee:___________________________________ Signatures Guarantee:* --------------------------------------------------------- --------------- * Signature must be guaranteed by an "eligible institution" meeting the requirements a member of the Registrar, which requirements include membership or participation Medallion Signature Program. 126 EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] SENIOR SUBORDINATED GUARANTEE The Subsidiary Guarantors (as defined in the Indenture referred to in the Security Transfer Agent Medallion Program upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee on a senior subordinated basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "STAMPSubsidiary Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal, premium and interest, if any, on the Securities, and the due and punctual performance of all other "signature guarantee program" as may be determined by obligations of the Registrar in addition to, Issuers to the Holders or in substitution for, STAMPthe Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities Exchange Act and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of 1934payment to the prior payment in full of all Guarantor Senior Indebtedness of such Subsidiary Guarantor, as amendedto the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Subsidiary Guarantee therein made. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [Subsidiary Guarantor] By: --------------------------------- Name: Title: 127 EXHIBIT C FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 128 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Physical Securities have been made: Principal Amount Signature of Amount of Amount of Principal Amount of this Global authorized decrease in increase Security officer of Principal Amount in Principal following such Trustee or Date of of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orincrease) Custodian -------- ---------------- --------------- ---------------- ------------
Appears in 1 contract
Samples: Frontiervision Capital Corp
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale o Change of Control o If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want of this Global Security is $ . The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION RBS Global, Inc. Rexnord Corporation c/o Wells Fargo Bank, National Association • • Attention: Vice President Ladies and Gentlemen: This certificate is delivered to have purchasedrequest a transfer of $[ ] principal amount of the 9½% Senior Notes due 2014 (the “Securities”) of RBS GLOBAL, INC. and REXNORD CORPORATION (together, the “Issuers”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: $_________________ DateName: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:______________Address: _____________________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been madeTaxpayer ID Number: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
Samples: Chase Merger Sub (Rexnord Corp)
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security purchased by the Issuers pursuant to Section 4.13 or Article X 4.15 of the Indenture, check the appropriate boxBox: |_| Section 4.13 |_| Article X [ ] If you want to elect wish to have only part a portion of this Security purchased by the Issuers pursuant to Section 4.13 or 4.15 of the Indenture, state the principal amount you want to have purchasedamount: $_________________ ------------ Date: ________________ Your Signature:: ____________________ Signature Guarantee: _______________________ (Sign exactly as your name appears EXHIBIT B SUBSIDIARY GUARANTEE The undersigned hereby unconditionally guarantees on a senior unsecured basis to the Holder of this Security the payments of principal of, premium, if any, and interest on this Security in the amounts and at the time when due and interest on the other side overdue principal, premium, if any, and interest, if any, of this Security) Signature guarantee:___________________________________ Signatures must be guaranteed by an "eligible institution" meeting , if lawful, and the requirements payment or performance of all other obligations of the RegistrarIssuers under the Indenture or the Securities, which requirements include membership or participation in to the Holder of this Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by and the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part terms and limitations of this Global Security Security, Article X of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in the precise terms of this Global signatory Subsidiary Guarantee and all of Principal Amount Principal Amount Security following Trustee or the other provisions of the Indenture to which this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor")Subsidiary Guarantee relates. The Transferorinternal laws of the State of New York shall govern this Subsidiary Guarantee without regard to principles of conflict of laws. [ ] By: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); orName: Title: By: Name: Title:
Appears in 1 contract
Samples: Sprint Spectrum Finance Corp
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale o Change of Control o If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the principal amount you want to have purchased($2,000 or any integral multiple of $1,000): $ Date: $________________________________ DateYour Signature: ________________ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guarantee:Guarantee: _____________________________________________________________________________ Signatures Signature must be guaranteed by an "eligible institution" meeting a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to 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. Trustee NY1:1657728.6 [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL SECURITY The following exchanges of a part initial principal amount of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates to $______ principal _________. The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities held Custodian NY1:1657728.6 EXHIBIT C [FORM OF] TRANSFEREE LETTER OF REPRESENTATION Berxx Xxastics Holding Corporation c/o Wells Fargo Bank, National Association ● ● Attention: Vice President Ladies and Gentlemen: This CERTIFICATE IS DELIVERED TO REQUEST A TRANSFER OF $[ ] PRINCIPAL AMOUNT OF THE [ % PRIORITY SENIOR SECURED FIXED RATE NOTES] [SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES] DUE 2014 (THE “SECURITIES”) OF BERXX XXASTICS HOLDING CORPORATION (THE “ISSUER”). Upon transfer, the Securities would be registered in (5)|_| book-entry or |_| definitive form by the name of the new beneficial owner as follows: Name: ________________________ (the "Transferor"). Address: _____________________ Taxpayer ID Number: __________ The Transferor: |_| has requested the Trustee by written order undersigned represents and warrants to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Company pursuant to Section 4.13 4.06 (Asset Sale) or Article X 4.08 (Change of Control) of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Security purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount you want of this Global Security is $ . The following increases or decreases in this Global Security have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian EXHIBIT C Form of Transferee Letter of Representation Nalco Company x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx 000 Xxxxxxx Xxxxxx, Fl. 4E New York, New York 10286 Ladies and Gentlemen: This certificate is delivered to have purchasedrequest a transfer of $[ ] principal amount of the 8 1/4% Senior Notes due 2017 (the “Securities”) of NALCO COMPANY (the “Company”). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: $_________________ Date: ________________ SignatureName:__________________________________ (Sign exactly as your name appears on the other side of this Security) Signature guaranteeAddress:__________________________ Taxpayer ID Number:__________ Signatures must be guaranteed by an "eligible 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. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) The following exchanges of a part of this Global Security for Definitive Securities have been made: Signature of Amount of Amount of Principal Amount authorized decrease in increase in of this Global signatory of Principal Amount Principal Amount Security following Trustee or of this Global of this Global such decrease (or Securities Date of Exchange Security Security increase) Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES (4) Re: 8 7/8% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. This Certificate relates undersigned represents and warrants to $______ principal amount of Securities held in (5)|_| book-entry or |_| definitive form by _______ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); oryou that:
Appears in 1 contract
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.13 3.7 or Article X 3.9 of the Indenture, check the appropriate box: |_| Section 4.13 |_| Article X box:☐. If you want to elect wish to have only part a portion of this Security Note purchased by the Issuers Issuer pursuant to Section 3.7 or 3.9 of the Indenture, state the principal amount you want to have purchasedbelow: $_________________ Date: __________ Your Signature: _______ Signature:________________________________________ (Sign exactly as your name appears on the other side of this SecurityNote) Signature guarantee:Guarantee: ______________________________________ Signatures must be guaranteed by an "“eligible guarantor institution" ” meeting the requirements of the Note 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 Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES (3) INCREASES OR DECREASES IN GLOBAL NOTE The following exchanges of a part of increases or decreases in this Global Security for Definitive Securities Note have been made: Signature Date of Exchange Amount of Amount of Principal Amount authorized decrease decreases in increase in principal amount of this Global signatory Note Amount of Principal Amount Principal Amount Security following Trustee or increases in principal amount of this Global Note Principal amount of this Global Note following such decrease (decreases or Securities Date increases Signature of Exchange Security Security increase) authorized officer of Trustee or Notes Custodian ---------------------------------------------------------------------------------------------------------- -------- 3 This schedule should only be added if the Secu rity is issued in global form. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION EXHIBIT B Form of Certificate of Beneficial Ownership On or after [__________], 20[____] THE BANK OF TRANSFER OF SECURITIES (4) NEW YORK MELLON TRUST COMPANY, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 E-Mail: xxxxxxx.xxxxxx@xxxxxxxxx.xxx Attention: Corporate Trust Administration - Sylvamo Corp. 7.000% Senior Notes due 2029 Re: 8 7/8Sylvamo Corporation (the “Issuer”) 7.000% SENIOR SUBORDINATED NOTES DUE 2011 OF SUN INTERNATIONAL HOTELS LIMITED AND SUN INTERNATIONAL NORTH AMERICAS, INC. Senior Notes due 2029 (the “Notes”) Ladies and Gentlemen: This Certificate letter relates to $__________ principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). Pursuant to Section 2.16(2) of the Indenture dated as of September 3, 2021 relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note and (2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities held Act of 1933, as amended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. You, the Issuer and counsel for 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 EXHIBIT C Form of Regulation S Certificate Regulation S Certificate THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 E-Mail: xxxxxxx.xxxxxx@xxxxxxxxx.xxx Attention: Corporate Trust Administration—Sylvamo Corp. 7.000% Senior Notes due 2029 Re: Sylvamo Corporation (5)|_| book-entry or |_| definitive form by the “Issuer”) 7.000% Senior Notes due 2029 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $__________ (the "Transferor"). The Transferor: |_| has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal of Notes, we confirm that such sale has been effected pursuant to its beneficial interest and in such Global Security accordance with Regulation S (or “Regulation S”) under the portion thereof indicated aboveSecurities Act of 1933, as amended (the “Securities Act”); or, and accordingly, we hereby certify as follows:
Appears in 1 contract
Samples: Sylvamo Corp