Common use of OPTION OF HOLDER TO ELECT PURCHASE Clause in Contracts

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 3 contracts

Samples: Indenture (Era Group Inc.), Indenture (Era Group Inc.), Indenture (Seacor Holdings Inc /New/)

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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated. Date: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ Date: * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form CBS Radio Inc. 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xx. 00 Xxx Xxxx, Xxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 00000 Attention: General Counsel DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 XXX Attention: Era Group Inc. Account Manager Transfer Dept. Email: xxxx.xxxxxxxxxx@xx.xxx With copy: Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company 100 Plaza One – 6th floor MSJCY03-0699 Xxxxxx Xxxx, Xxx Xxxxxx 00000 Fax: 000-000-0000 Re: $200,000,000 7.7507.250% Senior Notes due 2022, CUSIP (the “Notes”) 2024 Reference is hereby made to the Indenture, dated as of December 7October 17, 2012 2016 (the “Indenture”), by and among Era Group CBS Radio Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 3 contracts

Samples: Indenture (CBS Radio Inc.), Indenture (CBS Radio Inc.), Indenture (CBS Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager [Company address block] [Registrar address block] Re: $200,000,000 7.7505.875% Senior Notes due 2022, CUSIP (the “Notes”) 2027 Reference is hereby made to the Indenture, dated as of December 7September 20, 2012 2017 (the “Indenture”), by and among Era Group Inc.Viking Cruises Ltd, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo BankThe Bank of New York Mellon Trust Company, National Association (the “Trustee”)N.A., as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.10, Section 4.15 or 4.15 Section 4.21 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 ☐ Section 4.21 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.10, Section 4.15 or Section 4.15 4.21 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureUS$_______________ Date: _______________________________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager 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 officer of Trustee or Custodian [Company address block] [Registrar address block] Re: $200,000,000 7.7507.250% Senior Notes due 2022, CUSIP (the “Notes”) 2024 of Studio City Finance Limited Reference is hereby made to the Indenture, dated as of December 7February 11, 2012 2019 (the “Indenture”), by and among Era Group Inc.Studio City Finance Limited, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein each Subsidiary Guarantor and Xxxxx Fargo BankDeutsche Bank Trust Company Americas, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $US$___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Parent Issuer pursuant to Section 4.10 or 4.15 5.18 of the IndentureExchange Agreement, check the box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Parent Issuer pursuant to Section 4.10 or Section 4.15 5.18 of the IndentureExchange Agreement, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signaturepurchased (if no amount is set forth below you will have elected to have the full amount of the Note purchased by Parent Issuer): $____________ Date: _______________ Your Signature: _____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*Exhibit A-1-9 Reference is made to the Third Lien Subordinated Secured Convertible Note (the “Note”) issued to the undersigned by NextWave Wireless Inc. (“Parent Issuer”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, par value $0.01 per share (the “ Common Stock ”), as of the date specified below. Date of Conversion: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________________ (the “Transferor”) owns and proposes Aggregate Conversion Amount to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $be converted: _________________________________ Please confirm the following information: Conversion Price: _________________________________________________________ Number of shares of Common Stock to be issued: _________________________________ Please issue the Common Stock into which the Note is being converted in such Note[s] or interests (the “Transfer”), following name and to the following address: Issue to: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Facsimile Number: __________________________________________________________ Authorization: _____________________________________________________________ By: _______________________________________________________________ Title: ______________________________________________________________ Dated: _____________________________________________________________ Account Number: ___________________________________________________________ (if electronic book entry transfer) Transaction Code Number: ____________________________________________________ (if electronic book entry transfer) NextWave Wireless Inc. hereby acknowledges this Conversion Notice and hereby directs American Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated [______], 2008 from NextWave Wireless Inc. and acknowledged and agreed to by American Stock Transfer & Trust Company. By: Name: Title: Exhibit A-11 FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER FINANCIAL ADVISOR Nextwave Wireless LLC - Asset Sale Proceeds Acct At UBS Financial Services Inc. - C P - 0 1 3 7 0 D E ACCOUNT TRADING PERMITTED? YES x NO o (See Section 3 below) This Amended and Restated Corporate Cash Management Services Account Control Agreement (this “Agreement”) dated as of October 9, 2008, between UBS Financial Services Inc. (the “TransfereeFirm”), the party signing this Agreement as further specified Client where indicated below (“Client”) and First Lien Collateral Agent (as defined below), Second Lien Collateral Agent (as defined below) and Third Lien Collateral Agent (as defined below and, together with First Lien Collateral Agent and Second Lien Collateral Agent, collectively, “Creditor”) amends and restates in Annex A hereto. In connection with its entirety that certain Corporate Cash Management Services Account Control Agreement dated as of July 13, 2006 between the TransferFirm, the Transferor hereby certifies that:Client and First Lien Collateral Agent.

Appears in 2 contracts

Samples: Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ___________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Innophos, Inc. 000 Xxxxxxxx Xxxxxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 XxxxxxxXxxxxxxx, Xxxxx Xxx Xxxxxx 00000 Xxxxx Fargo Wachovia Bank, National Association 000 Xxxxxxxxx XxxxxxCorporate Trust-NY 4040 Xxx Xxxx Xxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxXxxxx 0000 Xxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.7508.875% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2014 Reference is hereby made to the Indenture, dated as of December 7August 13, 2012 2004 (the “Indenture”), by and among Era Group Innophos, Inc., a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo Wachovia Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Innophos, Inc.), Indenture (Innophos Investment Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _:________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Inc. Aeroflex Incorporated 00 Xxxxx Xxxxxxx Xxxx P.O. Box 6022 Plainview, NY 11803 The Bank of New York Mellon 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx8W New York, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager New York 10286 Re: $200,000,000 7.75011.75% Senior Notes due 2022, CUSIP (the “Notes”) 2015 Reference is hereby made to the Indenture, dated as of December August 7, 2012 2008 (the “Indenture”), by and among Era Group Inc.between Aeroflex Incorporated, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo BankThe Bank of New York Mellon, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 2 contracts

Samples: Indenture (Aeroflex Inc), Indenture (Aeroflex Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 Sections 3.12, 4.10, 4.11 or 4.15 4.16 of the Indenture, check the appropriate box below: o ☐ Section 3.12 ☐ Section 4.10 o Section 4.15 4.11 ☐ Section 4.16 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or 3.12, Section 4.15 4.10, Section 4.11or Section 4.16 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureUS$_______________ Date: _______________ Your Signature:_________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager 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 officer of Trustee or Custodian [Company address block] [Registrar address block] Re: $200,000,000 7.7507.00% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2027 of Studio City Company Limited Reference is hereby made to the Indenture, dated as of December 7February 16, 2012 2022 (the “Indenture”), by and among Era Group Inc.Studio City Company Limited, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein each Guarantor and Xxxxx Fargo BankDeutsche Bank Trust Company Americas, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $US$___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the “Transferee”Trustee). The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, as further specified or exchanges of a part of another Global Note or Definitive Note for an interest in Annex A heretothis Global Note, have been made: CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. In connection with the TransferXxxxx, the Transferor hereby certifies that:Xxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: CCO Holdings, LLC and CCO Holdings Capital Corp.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o Section 4.10 o Section 4.15 following box. [ ] If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated$------------ Date: Your Signature: _______________________________________ --------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ ----------------- Signature Guarantee*: _____________________________ .* Signature(s) * Signature must be guaranteed by an eligible Guarantor Institution guarantor institution within the meaning of Securities and Exchange Commission Rule 17Ad-15 (including banks, stock brokers, savings and loan associations associations, national securities exchanges, registered securities associations, clearing agencies and credit unions) with membership or participation in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are if this Note is to be delivered, delivered other than to to, and in the name of of, the registered holder. The following increases or decreases SCHEDULE OF EXCHANGES OF NOTES(4) THE FOLLOWING EXCHANGES OF A PART OF THIS GLOBAL NOTE FOR OTHER NOTES HAVE BEEN MADE: ----------------------- -------------------------- ----------------------- ----------------------- -------------------------- Principal Amount of Amount of decrease in Amount of increase in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP Signature of authorized Principal Amount of Principal Amount of following such signatory of Trustee or Date of Exchange this Global Note this Global Note decrease (the “Notes”or increase) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:Note Custodian ----------------------- -------------------------- ----------------------- ----------------------- --------------------------

Appears in 2 contracts

Samples: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale) or 4.15 4.14 (Change of Control) of the Indenture, check the box below: o [ ] Section 4.7 [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.7, 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Signature guarantee: _________________________________ (Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredprogram) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx 00000 Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association Association, as Trustee Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile: (000) 000-0000 Attention: Era Group Inc. Ryerson Account Manager Re: $200,000,000 7.750Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. 11 1/4% Senior Notes Note due 2022, 2018 CUSIP (the “Notes”) # Reference is hereby made to the Indenture, that certain Indenture dated as of December 7October 10, 2012 (the “Indenture”) among Ryerson Inc. (“Ryerson”), by and among Era Group Inc.Xxxxxx X. Xxxxxxx & Son, a Delaware corporation Inc. (together with Ryerson, the “CompanyIssuers”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. ___________ This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the “Transferor”undersigned. The undersigned (transferor) owns (check one box below): ¨ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; ¨ pursuant to an effective registration statement under the Securities Act of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”)1933, as further specified in Annex A heretoamended; or ¨ hereby requests the Trustee to exchange or register the transfer of a Note or Notes to (transferee). In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the one-year periods referred to in Rule 144(b)(1) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 2 contracts

Samples: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Note purchased by the Company pursuant to Section 4.10 411 or 4.15 415 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 o. If you want to elect wish to have only part a portion of this Note purchased by the Company pursuant to Section 4.10 411 or Section 4.15 415 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereofprincipal amount) you elect to have purchasedbelow: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and in the name of the registered holderas amended. The following increases or decreases in this Global Note have been made: Era Group Inc. Form of Certificate of Beneficial Ownership XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 000 Xxxx & Xxxxxxx Xxxx. Xxxxx Xxxxxx Xxxxx 000 XxxxxxxXxxxxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Corporate Trust Department Re: $200,000,000 7.750% Senior Notes due 2022Graphic Packaging International, CUSIP Inc. (the “NotesCompany”) Reference is hereby made Ladies and Gentlemen: This letter relates to $ principal amount of Notes represented by the Indenture, offshore [temporary] global note certificate (the “Offshore [Temporary] Global Note”). Pursuant to Section 313(3) of the Indenture dated as of December 7August 8, 2012 2003 relating to the Notes (the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the Offshore [Temporary] Global Note and among Era Group Inc.(2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a Delaware corporation U.S. Person who purchased securities in a transaction that did not require registration under the Act. You, 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 Holder] By: Authorized Signature XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 000 Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Department Re: Graphic Packaging International, Inc. (the “Company”)) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the Guarantors listed therein and Xxxxx Fargo BankSecurities Act of 1933, National Association as amended (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “TransferSecurities Act”), to ______________ (the “Transferee”)and accordingly, we hereby certify as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies thatfollows:

Appears in 2 contracts

Samples: Indenture (Graphic Packaging Corp), Indenture (Graphic Packaging Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale), 4.14 (Change of Control) or 4.15 4.16 (Event of Loss) of the Indenture, check the box below: o [ ] Section 4.7 [ ] Section 4.10 o [ ] Section 4.15 4.14 [ ] Section 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.7, 4.10, 4.14 or Section 4.15 4.16 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Signature guarantee: _________________________________ (Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredprogram) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx 00000 Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association Association, as Trustee Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile: (000) 000-0000 Attention: Era Group Inc. Ryerson Account Manager Re: $200,000,000 7.750Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. 9% Senior Notes Secured Note due 2022, CUSIP (the “Notes”) 2017 Reference is hereby made to the Indenture, that certain Indenture dated as of December 7October 10, 2012 (the “Indenture”) among Ryerson Inc. (“Ryerson”), by and among Era Group Inc.Xxxxxx X. Xxxxxxx & Son, a Delaware corporation Inc. (the “CompanyCo-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. ___________ This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the “Transferor”undersigned. The undersigned (transferor) owns (check one box below): hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; pursuant to an effective registration statement under the Securities Act of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”)1933, as further specified in Annex A heretoamended; or hereby requests the Trustee to exchange or register the transfer of a Note or Notes to (transferee). In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 2 contracts

Samples: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, Indenture check the appropriate box below: o . ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Xxxxxx Automotive Group, Inc. 000 Xxxx & 0000 Xxxxxxxx Xxxxxxx Xxxx. XX, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx Xxxxxxx 00000 Attention: Era Group Inc. Account Manager [Registrar address block] Re: $200,000,000 7.7506.0% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2024 Reference is hereby made to the Indenture, dated as of December 74, 2012 2014 (the “Indenture”), by and among Era Group Xxxxxx Automotive Group, Inc., a Delaware corporation as issuer (the “Company”), the Guarantors subsidiary guarantors listed therein on Schedule I to the Indenture, and Xxxxx Fargo BankU.S. Bank National Association, National Association (the “as Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Asbury Automotive Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount you elect to have purchased (must be a minimum of $2,000 1,000 or an integral multiple of thereof): $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: _______________________________________ Date: --------------- Your Signature: ------------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ ---------------------- Signature Guarantee*: _____________________________ ------------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Amount of Amount of Principal Amount Signature of decrease in increase in of this Global authorized Principal Amount Principal Amount Note following officer of of this Global of this Global such decrease Trustee or Date of Exchange Note Note or increase Note Custodian -------------------- ---------------- ---------------- ---------------- -------------- * This schedule should be included only if the Note is issued in global form. FORM OF CERTIFICATE OF TRANSFER Avista Corporation 1411 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxxx 00000 Xxxxx Fargo BankXxase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxx Xxxxxx101 Xxxxxxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxXxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.7509.75% Senior Notes due 2022June 1, CUSIP (the “Notes”) 2008 Reference is hereby made to the Indenture, dated as of December 7April 3, 2012 2001 (the "Indenture"), by and among Era Group Inc.between Avista Corporation, a Delaware corporation as issuer (the "Company"), the Guarantors listed therein and Xxxxx Fargo BankChase Manhattan Bank and Trust Company, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Avista Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section / /Section 4.10 o Section / /Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature$_______________ Date: _______________________________________ Your Signature: --------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _____________:____________________ Signature Guarantee*: _____________________________ ---------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). A2-10 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Inc. A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER H&E Equipment Services L.L.C. H&E Finance Corp. 00000 Xxxx Xxxx, Suite 200 Baton Rouge, Louisiana 70816 Attention: Chief Financial Officer The Bank of New York 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx8 West New York, Xxxxxxxxx 00000 New York 10286 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.75011 1/8% Senior Notes due 2022, CUSIP (the “Notes”) SENIOR SECURED NOTES DUE 2012 Reference is hereby made to the Indenture, dated as of December 7June 17,, 2012 2002 (the “Indenture”"INDENTURE"), by among H&E Equipment Services L.L.C. and among Era Group Inc.H&E Finance Corp., a Delaware corporation together as issuer (the “Company”"COMPANY"), the Guarantors listed therein named on the signature pages thereto and Xxxxx Fargo BankThe Bank of New York, National Association (the “as Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ _________, (the “Transferor”"TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”"TRANSFER"), to ___________________________ (the “Transferee”"TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (H&e Finance Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 3.7 or 4.15 3.9 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 3.7 or Section 4.15 3.9 of the Indenture, state the amount in principal amount (must be a in minimum denominations of $2,000 or an integral multiple multiples of $1,000 in excess thereof) you elect to have purchased: ): $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this the Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s(Signature must be guaranteed) must The signature(s) should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission SEC Rule 17Ad‑15 Notes are to be delivered17Ad-15. Fidelity & Guaranty Life Holdings, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been madeInc. 0000 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 General Counsel Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx, 11th 0xx Floor MAC N-9311X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager 1-800-344-5128Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.750[ ]% Senior Notes due 2022, CUSIP (the “Notes”) 20[ ] Reference is hereby made to the Indenture, dated as of December 7April 20, 2012 2018 (the “Indenture”), by and among Era Group Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation as issuer (the “Company”), the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (F&G Annuities & Life, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.10 4.06 or 4.15 4.08 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 [ ] If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.10 4.06 or Section 4.15 4.08 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedamount: $ Dated_________. Date: Your Signature: -------------------- -------------------------------------- (Sign exactly as your name appears on the other side of the Security) Signature Guarantee: ----------------------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 148 EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS] Transferee Letter of Representation ARGO-TECH CORPORATION c/o HARRIS TRUST AND SAVINGS BANK 311 Xxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxar Sirs: This certificate is delivered to request a transfer of $___,___,___ principal amount of the 8_% Senior Subordinated Notes due 2007 (the "Securities") issued by Argo-Tech Corporation (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 face of this Note) Tax Identification No.Address: _________________________________ Signature Guarantee*Taxpayer ID Number: _____________________ The undersigned represents and warrants to you that: 1. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the "Securities Act")) purchasing for our own account or for the account of such an institutional "accredited investor" at least $250,000 principal amount of the Securities and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in 149 2 financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities and invest in or purchase securities similar to the Securities in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 150 3 2. We understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the "Resale Restriction Termination Date") only (a) to either of the Issuers, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A ("Rule 144A") under the Securities Act to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales 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 purchasing for its own account or for the account of such an institutional "accredited investor", in each case in a minimum principal amount of Securities of $250,000 or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Termination Date of the Securities pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE:___________________ by _________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases 152 EXHIBIT D [FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD] [For use on or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to after ______________ ] HARRXX XXXST AND SAVINGS BANK 311 Xxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxtention: Corporate Trust Department Re: Argo-Tech Corporation 8_% Senior Subordinated Notes due 2007 (the “Transferee”"Securities"). Ladies and Gentlemen: This letter relates to Securities represented by a temporary global note certificate (the "Temporary Certificate"). Pursuant to Section 2.01 of the Indenture dated as of September 26, 1997 relating to the Securities (the "Indenture"), we hereby certify that (1) we are the beneficial owner of $ principal amount of Initial Securities represented by the Temporary Certificate and (2) we are a person outside the United States to whom the Initial Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as further specified amended. Accordingly, you are hereby requested to issue a Certificated Security representing the undersigned's interest in Annex A heretothe principal amount of Initial Securities represented by the Temporary Certificate, all in the manner provided by the Indenture. 153 The Company and you 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 154 EXHIBIT E [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] HARRXX XXXST AND SAVINGS BANK 311 Xxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxtention: Re: Argo-Tech Corporation (the "Company) 8_% Senior Subordinated Notes due 2007 (the "Securities"). Ladies and Gentlemen: In connection with our proposed sale of $_______ aggregate principal amount at maturity of the TransferSecurities, 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 Securities are being transferred to a person that we reasonably believe is purchasing the Securities 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 Securities are being transferred in compliance with any applicable blue sky or securities laws of any state of the United States. 155 The Company and you 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, --------------------------------- [Name of Transferor] by ------------------------------- Authorized Signatory 156 EXHIBIT F [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] HARRXX XXXST AND SAVINGS BANK 311 Xxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxtention: Corporate Trust Department Re: Argo-Tech Corporation (the "Company") 8_% Senior Subordinated Notes due 2007 (the "Securities"). Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: (1) the offer of the Securities was not made to a person in the United States; (2) either (a) at the time the buy order was originated, the Transferor hereby certifies that:transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Argo Tech Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 Section 4.11 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 ¨ If you want to elect wish to have only part a portion of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.11 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: principal amount): $ Dated. Date: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must The initial principal amount of indebtedness evidenced by this Note shall be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder$ . The following decreases/increases or decreases in the principal amount of indebtedness evidenced by this Global Note have been made: Era Group Inc. 000 Date of Decrease/Increase Decrease in Principal Amount of Indebtedness Evidenced Increase in Principal Amount of Indebtedness Evidenced Total Principal Amount of Indebtedness Evidenced Following Such Decrease/Increase Notation Made by or on Behalf of Trustee [MTW Foodservice Escrow Corp. / Manitowoc Foodservice, Inc.] 0000 Xxxxxxx Xxxxxxxxx Xxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 XxxxxxxXxxxxx, Xxxxx 00000 FL 34655 Attention: Treasurer/General Counsel Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Corporate Trust-DAPS Reorg 6th & Marquette Avenue 12th Floor MAC N-9311X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7509.500% Senior Notes due 2022, CUSIP (the “Notes”) 2024 Reference is hereby made to the Indenture, dated as of December 7February 18, 2012 2016 (the “Indenture”), by and among Era Group [MTW Foodservice Escrow Corp. / Manitowoc Foodservice, Inc., a Delaware corporation ] (the “CompanyIssuer”), the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the “Association, as Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the a principal amount of $_________ in such Note[s] or interests $ (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Manitowoc Foodservice, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ (Sign exactly as your name appears on the face of this Note) Your Signature: Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group SGS International, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxx Xxxxxx Xxxxx 000 XxxxxxxXxxxxxxxxx, Xxxxx XX 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxXxxxx 000 Xxxxxxxxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.75012% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) Due 2013 Reference is hereby made to the Indenture, dated as of December 730, 2012 2005 (the “Indenture”), by and among Era Group SGS International, Inc., a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Southern Graphic Systems, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.16 or 4.15 4.17 of the Indenture, check the appropriate box below: o Section 4.10 o 4.16 ☐ Section 4.15 4.17 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.16 or Section 4.15 4.17 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: 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 (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, 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 officer of Trustee or Custodian 1 This schedule should be included only if the Note is issued in global form. _____________, _____ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name ____________ Attention: The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association New York Mellon 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx0xx Xxxxx Xxxx Xxx Xxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager Corporate Trust Administration - Taseko Mines Facsimile No. 000-000-0000 XxxxxxXxxxxx@xxxxxxxxx.xxx BNY Trust Company of Canada 0 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Attention: Corporate Trust Administration - Taseko Mines Facsimile No. 000-000-0000 Re: $200,000,000 7.7507.00% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2026 Reference is hereby made to the Indenture, dated as of December 7February 10, 2012 2021 (the “Indenture”), by and among Era Group Inc.Taseko Mines Limited, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto, The Bank of New York Mellon, as U.S. trustee, and Xxxxx Fargo Bank, National Association (the “Trustee”)BNY Trust Company of Canada as Canadian co-trustee and collateral agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___$ ______ in such Note[s] or interests (the “Transfer”), to ___________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Taseko Mines LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: $____________________. Date: ____________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Signature Guarantee*: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. * This schedule should be included only if the Note is issued in global form. Entercom Media Corp. 000 X. Xxxx & Xxxxxxx XxxxXxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxxxx 00000 Attention: Era Group Inc. Account Xxxxxxx Xxxxxxxxxx Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Mail Stop: XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Trust and Agency Services Client Services Manager – Entercom Media Corp. Facsimile: (000) 000-0000 Re: $200,000,000 7.7506.500% Senior Notes due 2022, CUSIP (the “Notes”) 2027 Reference is hereby made to the Indenture, dated as of December 7April 30, 2012 2019 (the “Indenture”), by and among Era Group Entercom Media Corp. (formerly CBS Radio Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Entercom Communications Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 ‎Section 3.5 or 4.15 ‎3.10 of the Indenture, check the box beloweither box: o Section 4.10 o Section 4.15 ‎Section 3.5  ‎Section 3.10  If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 ‎Section 3.5 or Section 4.15 ‎3.10 of the Indenture, state the principal amount (must be a in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) you elect of the Notes to have purchasedbe issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased): _________________. Date: $ Dated: __________ Your Signature: Signature ____________________________________________________ (Sign exactly as your name appears on the face other side of this the Note) Tax Identification No.Signature Guarantee: _________________________________ Signature Guarantee*: _______________________________ * Signature(s(Signature must be guaranteed) must The signature(s) should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission Act Rule 17Ad‑15 Notes are to be delivered17Ad‑15. [ ] SUPPLEMENTAL INDENTURE, other than to and in the name of the registered holder. The following increases or decreases in (this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the NotesSupplemental Indenture”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”)[ ], by and among Era Group Inc., a Delaware corporation the parties that are signatories hereto as Guarantors (the “CompanyGuaranteeing Entities” and each a “Guaranteeing Entity”), the Guarantors listed therein and Xxxxx Fargo BankRxxx Specialty Group, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”)LLC, as further specified in Annex A hereto. In connection with Issuer, and U.S. Bank National Association, as Trustee and Notes Collateral Agent under the Transfer, the Transferor hereby certifies that:Indenture referred to below.

Appears in 1 contract

Samples: Indenture (Ryan Specialty Group Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Soc. Sec. or Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) (Signature must be guaranteed by an eligible Guarantor Institution a financial institution that is a member of the Securities Transfer Agent Medallion Program (banks“STAMP”), stock brokersthe Stock Exchange Medallion Program (“SEMP”), savings and loan associations and credit unionsthe New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) with membership in an approved or such other signature guarantee medallion program pursuant to as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to Act of 1934, as amended.) SCHEDULE OF EXCHANGES OF NOTES4 4 This should be delivered, other than to and included only if the Note is issued in the name of the registered holderglobal form. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association Association, as Trustee and Registrar – DAPS Reorg MAC N9303-121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7508% Senior Notes due 20222017 of Xxxxxxxx Offshore Services, CUSIP (the “Notes”) Inc. Reference is hereby made to the Indenture, dated as of December 7August 17, 2012 2009 (the “Indenture”), by and among Era Group Inc.Xxxxxxxx Offshore Services, a Delaware corporation Inc. (the “Company”), the Guarantors listed therein guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ This letter relates to $ principal amount of Notes which are evidenced by one or more Restricted Global Notes and held with the Depository in the name of (the “Transferor”) owns and proposes to ). The Transferor has requested a transfer the Note[s] or of such beneficial interest in such Note[s] specified in Annex A hereto, the Notes to a Person who will take delivery thereof in the form of an equal principal amount of $_________ in Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such Note[s] or interests (transfer, is to be held with the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A heretoDepository. In connection with the Transfersuch request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions set forth in the legend in Section 2.06(f)(i) of the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (Hornbeck Offshore Services Inc /La)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.750% Senior Notes due 2022, 2024 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7May 10, 2012 2011 (the “Base Indenture”), as supplemented by and the Eighth Supplemental Indenture dated as of May 3, 2013 (the “Supplemental Indenture”), among Era Group Inc.CCO Holdings, a Delaware corporation LLC (the “Company”), CCO Holdings Capital Corp. (“Capital Corp” and, together with the Guarantors listed therein and Xxxxx Fargo BankCompany, National Association (the “TrusteeIssuers”), the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company or a portion thereof repurchased pursuant to Section 4.10 4.11 or 4.15 4.16 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If the purchase is in part, indicate the portion (in denominations of €1,000 and integral multiples thereof) (provided the aggregate principal amount held by you want after such partial redemption must be at least €50,000) to elect to have only part be purchased: Your signature: (Sign exactly as your name appears on the other side of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereofNote) you elect to have purchasedDate: $ Dated: Your Certifying Signature: _______________________________________ (Sign exactly as your name appears on the face The initial principal amount of this Note) Tax Identification No.: Global Note is €_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx(Transfers pursuant to § 2.06(b)(ii) of the Indenture) The Bank of New York, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attentionas Transfer Agent Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Attn: Era Group Inc. Account Manager Corporate Trust Office Re: $200,000,000 7.75010 3/4% Senior Notes due 2022, CUSIP Due 2012 (the “Notes”) Reference is hereby made to the Indenture, Indenture dated as of December 7August 6, 2012 2004 (the “Indenture”)) among Magyar Telecom B.V., by as Issuer, Invitel Rt. And V-Holding Rt., as Subsidiary Guarantors, The Bank of New York, as Trustee, Transfer Agent and among Era Group Inc., a Delaware corporation Principal Paying Agent and The Bank of New York (the “Company”), the Guarantors listed therein Luxembourg) S.A. as Transfer Agent and Xxxxx Fargo Bank, National Association (the “Trustee”)Luxembourg Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the 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 (ISIN No. ___________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ; Common Code ___________) with the Depositary in the name of [name of transferor](the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (ISIN No. ___ (the “Transferee”_________; Common Code ___________), as further specified in Annex A hereto. In connection with the Transfersuch request, the Transferor does hereby certifies thatcertify that such transfer has been effected in accordance with the transfer restrictions set forth in the Notes and:

Appears in 1 contract

Samples: Indenture (Hungarian Telephone & Cable Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale), 4.14 (Change of Control) or 4.15 4.16 (Event of Loss) of the Indenture, check the box below: o [ ] Section 4.7 [ ] Section 4.10 o [ ] Section 4.15 4.14 [ ] Section 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 4.7, 4.10, 4.14 or Section 4.15 4.16 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Signature guarantee: _________________________________ (Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredprogram) Xxxxxx X. Xxxxxxx & Son, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx 00000 X. Xxxxxxxxx, Chief Financial Officer Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx XxxxxxAssociation, 11th as Trustee Corporate Trust Services – DAPS REORG MAC N9303-121 6th and Marquette Avenue – 12th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionFacsimile: Era Group Inc. Account Manager (000) 000-0000 Phone: (000) 000-0000 Email: XXXXXXXXX@xxxxxxxxxx.xxx Re: $200,000,000 7.750Xxxxxx X. Xxxxxxx & Son, Inc. 11.00% Senior Notes Secured Note due 2022, CUSIP (the “Notes”) 2022 Reference is hereby made to the Indenturethat certain Indenture dated May 24, dated as of December 7, 2012 2016 (the “Indenture”)) among Xxxxxx X. Xxxxxxx & Son, by and among Era Group Inc., a Delaware corporation Inc. (the “CompanyIssuer”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. ___________ This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the “Transferor”undersigned. The undersigned (transferor) owns (check one box below): hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; or hereby requests the Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests Notes to (the “Transfer”transferee), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Ryerson Holding Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.10 4.6 or 4.15 4.8 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.10 4.6 or Section 4.15 4.8 of the Indenture, state the amount in principal amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: 1,000): $ DatedDate: Your Signature: _______________________________________ Signature ---------- ------------------------------ (Sign exactly as your name appears on the face other side of this Notethe Security) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) ----------------------------------------- (Signature must be guaranteed by an eligible Guarantor Institution guaranteed) 124 EXHIBIT C Transferee Letter of Representation International Home Foods, Inc. c/o Xxxxxx Xxxxxx Xxxst Company of New York 114 Xxxx 00 Xxxxxx Xxx Xxxx, X.X. 00000 Xxtention: Corporate Trust Administration Dear Sirs: This certificate is delivered to request a transfer of $ principal amount of the 10 3/8% Senior Subordinated Notes due 2006 (banksthe "Notes") of International Home Foods, stock brokersInc. (the "Company"). Upon transfer, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 the Notes are to would be delivered, other than to and registered in the name of the registered holdernew beneficial owner as follows: Name: ----------------------------------- Address: -------------------------------- Taxpayer ID Number: --------------------- The undersigned represents and warrants to you that: 1. The following increases We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (7) under the Securities Act of 1933 (the “Notes”"Securities Act")) Reference is hereby made to purchasing for our own account or for the Indenture, dated as account of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the an institutional "accredited investor," at least $250,000 principal amount of $_________ the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such Note[s] knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and invest in or interests purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 125 2 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date which is three years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Transfer”"Resale Restriction Termination Date") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales 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), to ______________ (the “Transferee”2), as further specified (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional "accredited investor", in Annex A heretoeach case in a minimum principal amount of Notes of $250,000 or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. In connection with The foregoing restrictions on resale will not apply subsequent to the TransferResale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the Transferor hereby certifies that:transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee.

Appears in 1 contract

Samples: Indenture (Campfire Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Toys “R” Us Property Company I , LLC pursuant to Section 4.10 (Asset Sale) or 4.15 4.13 (Change of Control) of the Indenture, check the box below: o ¨ Section 4.10 o ¨ Section 4.15 4.13 If you want to elect to have only part of this the Note purchased by the Toys “R” Us Property Company I , LLC pursuant to Section 4.10 or Section 4.15 4.13 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Number: _________________________________ Signature Guarantee*guarantee: _____________________________ * Signature(s) (Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities program) Toys “R” Us Property Company I, LLC Xxx Xxxxxxxx Xxx Wayne, NJ 07470 Attention: Chief Financial Officer and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name General Counsel The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. New York Mellon Corporate Finance Xxxx 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx8W New York, Xxxxxxxxx 00000 New York 10286 Attention: Era Group Inc. Account Manager Toys “R” Us Property - Trustee Re: $200,000,000 7.750Toys “R” Us Property Company I , LLC 10.75% Senior Notes due 2022, CUSIP (the “Notes”) 2017 Reference is hereby made to the Indenturethat certain Indenture dated July 9, dated as of December 7, 2012 2009 (the “Indenture”)) among Toys “R” Us Property Company I , by and among Era Group Inc., a Delaware corporation LLC (the Company”), the Guarantors listed therein party thereto, Toys “R” Us, Inc. and Xxxxx Fargo BankThe Bank of New York Mellon, National Association as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. ___________ This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the “Transferor”undersigned. The undersigned (transferor) owns (check one box below): ¨ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; ¨ hereby requests the Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests Notes to (the “Transfer”transferee), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Toys R Us Property Co I, LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: ___________________ Signature Guarantee:*______________________________ * Participant in a recognized Signature Guarantee Medallion Program (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. c/o JELD-WEN Holding, Inc. 000 Xxxx & Xxxxxxx Xxxx. 0000 Xxxxxx Xxxxxxxx Xxxxx 000 XxxxxxxCharlotte, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311North Carolina 28273 Fax No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager General Counsel Truist Bank 0000 Xxxxxx Xxxxx Xxxx, X.X. Building 2, Floor 2 Wilson, North Carolina 27893 Attention: Corporate Trust and Escrow Services Re: $200,000,000 7.750JELD-WEN Holding, Inc. 7.000% Senior Notes due 2022, CUSIP (the “Notes”) 2032 Reference is hereby made to the Indenture, dated as of December 7August 22, 2012 2024 (the “Indenture”), by and among Era Group JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (JELD-WEN Holding, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, Indenture check the appropriate box below: o . / / Section 4.10 o / / Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: $_____________________________ Date: ----------------- Your Signature: ___________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ ---------------------------- ---------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). A2-10 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Xxxxxx Automotive Group, Inc. 000 Xxxx & Xxxxxxx Xxxx. 0 Xxxxxxxx Xxxxxx, Xxxxx 000 XxxxxxxXxxxxxxx, Xxxxx Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager [Registrar address block] Re: $200,000,000 7.7509% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2012 Reference is hereby made to the Indenture, dated as of December 7June 5, 2012 2002 (the “Indenture”"INDENTURE"), by and among Era Group between Xxxxxx Automotive Group, Inc., a Delaware corporation as issuer (the “Company”"COMPANY"), the Guarantors subsidiary guarantors listed therein on Schedule I to the Indenture, and Xxxxx Fargo BankThe Bank of New York, National Association (the “Trustee”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ _________, (the “Transferor”"TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”"TRANSFER"), to ___________________________ (the “Transferee”"TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Crown Battleground LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx XxxxDate of Exchange Amount of decrease in Principal Amount ofthis Global Note Amount of increase in Principal Amount ofthis Global Note Principal Amount of this Global Note following such decrease(or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Oasis Midstream Partners LP 0000 Xxxxxx Xxxxxx, Suite 1500 Houston, Texas 77002 Attention: Investor Relations Regions Bank 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 0000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Corporate Trust Re: $200,000,000 7.7508.000% Senior Notes due 2022, CUSIP (the “Notes”) 2029 Reference is hereby made to the Indenture, dated as of December 7March 30, 2012 2021 (as amended and supplemented to the date hereof, the “Indenture”), by and among Era Group Inc.Oasis Midstream Partners LP, a Delaware corporation limited partnership (the “Company”), and OMP Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Company, the “Issuers”), the Guarantors listed therein party thereto and Xxxxx Fargo Regions Bank, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Oasis Midstream Partners LP)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 3.7 or 4.15 3.9 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 ¨ 3.7 ¨ 3.9 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 3.7 or Section 4.15 3.9 of the Indenture, state the amount in principal amount (must be a minimum in denominations of $2,000 150,000 or an integral multiple multiples of $1,000 in excess thereof) you elect to have purchased: ): $ DatedDate: Your Signature: ___(Sign exactly as your name appears on the other side of the Note) Signature Guarantee: ____________________________________ (Sign exactly as your name appears on the face of this NoteSignature must be guaranteed) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(sThe signature(s) must should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission SEC Rule 17Ad‑15 Notes are to be delivered17Ad-15. Axalta Coating Systems, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been madeLLC Axalta Coating Systems Dutch Holding B B.V. Two Commerce Square 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Facsimile: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank(000) 000-0000 Attention: General Counsel Wilmington Trust, National Association 000 Xxxxxxxxx 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile: (000) 000-0000 Attention: Era Group Inc. Account Manager Corporate Capital Markets Re: $200,000,000 7.7504.750% Senior Notes due 2022, CUSIP (the “Notes”) 2027 Reference is hereby made to the Indenture, dated as of December 7June 15, 2012 2020 (the “Indenture”), by and among Era Group Inc.Axalta Coating Systems, LLC, a limited liability company organized under the laws of Delaware corporation (the “CompanyU.S. Co-Issuer”), Axalta Coating Systems Dutch Holding B B.V., a private company with limited liability incorporated and organized under the laws of the Netherlands (the “Dutch Co-Issuer” and, together with the U.S. Co-Issuer and their successors and assigns under the Indenture hereinafter referred to, the “Issuers”), the Guarantors listed therein on the signature pages thereto and Xxxxx Fargo BankWilmington Trust, National Association Association, as trustee (in such capacity, the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Axalta Coating Systems Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.16 or 4.15 4.17 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.16 or Section 4.15 4.17 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ 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 (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange of this Global Note of this Global Note increase) Custodian ______________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks____________ _____________, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name _____ ____________ Attention: The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association New York Mellon 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx0xx Xxxxx Xxxx Xxx Xxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager Corporate Trust Administration - Taseko Mines Facsimile No. 000-000-0000 xxx.xxxxxxxxx.xxxx.xxxx@xxxxxxxxx.xxx BNY Trust Company of Canada 0 Xxxx Xxxxxx, 0xx Floor Toronto, Ontario, Canada M5J 0B6 Attention: Corporate Trust Administration - Taseko Mines Facsimile No. 000-000-0000 Re: $200,000,000 7.7508.250% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2030 Reference is hereby made to the Indenture, dated as of December 7April 23, 2012 2024 (the "Indenture"), by and among Era Group Inc.Taseko Mines Limited, a Delaware corporation as issuer (the "Company"), the Guarantors listed therein party thereto, The Bank of New York Mellon, as U.S. trustee, and Xxxxx Fargo Bank, National Association (the “Trustee”)BNY Trust Company of Canada as Canadian co-trustee and collateral agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___$ ______ in such Note[s] or interests (the "Transfer"), to ___________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Taseko Mines LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.10 (Asset Sale) or 4.15 4.12 (Change of Control) of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.12 If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.10 or Section 4.15 4.12 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee guaranty medallion program or other signature guarantor acceptable to the Trustee. TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Securities Rule 144A or has determined not to request such information and Exchange Commission 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 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made144A. Dated: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association Bank DAPS Reorg. MAC N9303 121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Era Group Inc. Account Manager DAPS Department Re: $200,000,000 7.750% Senior Notes due 2022National CineMedia, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation LLC (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association ) 6.00% Senior Secured Notes due 2022 (the “TrusteeSecurities). Capitalized terms used but not defined herein shall have ) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the meanings given Securities, we confirm that such sale has been effected pursuant to them and in accordance with Regulation S under the Indenture. ___________ U.S. Securities Act of 1933, as amended (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “TransferSecurities Act”), to ______________ (the “Transferee”)and, as further specified in Annex A hereto. In connection with the Transferaccordingly, the Transferor hereby certifies we represent that:

Appears in 1 contract

Samples: Indenture (National CineMedia, LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Debenture purchased by the Company pursuant to Section 4.10 3.08 or 4.15 3.10 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o Section 4.15 3.08 ¨Section 3.10 If you want to elect to have only part of this Note the Debenture purchased by the Company pursuant to Section 4.10 3.08 or Section 4.15 3.10 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ (Sign exactly as your name appears on the face of this Note) Your Signature: Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL DEBENTURE The following increases exchanges of a part of this Regulation S Temporary Global Debenture for an interest in another Global Debenture, or decreases exchanges of a part of another other Restricted Global Debenture for an interest in this Regulation S Temporary Global Note Debenture, have been made: Era Group Inc. 000 Xxxx & Broadwing Corporation 0000 Xxxxxxx Xxxx. xx Xxxxx 000 Xxxxxxx, Xxxxx Xxxxxx, XX 00000 Xxxxx Fargo BankX.X. Xxxxxx Trust Company, National Association 000 Xxxxxxxxx Xxxxxx Xxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxSuite 1150 Houston, Xxxxxxxxx 00000 AttentionTX 77002 Attn: Era Group Inc. Account Manager Corporate Trust Department Re: $200,000,000 7.7503.125% Convertible Senior Notes Debentures due 2022, CUSIP (the “Notes”) 2026 Reference is hereby made to the Indenture, dated as of December 7May 16, 2012 2006 (the “Indenture”), by and among Era Group Inc.Broadwing Corporation, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo BankX.X. Xxxxxx Trust Company, National Association (the “Trustee”)Association, as trustee. 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 Note[sDebenture[s] or interest in such Note[sDebenture[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[sDebenture[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Broadwing Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 3.7 or 4.15 3.9 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 ¨ 3.7 ¨ 3.9 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 3.7 or Section 4.15 3.9 of the Indenture, state the amount in principal amount (must be a minimum in denominations of $2,000 150,000 or an integral multiple multiples of $1,000 in excess thereof) you elect to have purchased: ): $ DatedDate: Your Signature: ___(Sign exactly as your name appears on the other side of the Note) Signature Guarantee: ____________________________________ (Sign exactly Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15. No. [___] Principal Amount €[________________], as your name appears revised by the Schedule of Increases or Decreases in the Global Note attached hereto Axalta Coating Systems, LLC, a limited liability company organized under the laws of Delaware, promises to pay to CITIVIC NOMINEES LIMITED, or registered assigns, the initial principal amount set forth on the face Schedule of Increases or Decreases in the Global Note attached hereto, as revised by the Schedule of Increases or Decreases in the Global Note attached hereto, on August 15, 2024. Interest Payment Dates: February 15 and August 15. Record Dates: February 1 and August 1. Additional provisions of this Note are set forth on the other side of this Note) Tax Identification No.. AXALTA COATING SYSTEMS, LLC By: Name: Title: CERTIFICATE OF AUTHENTICATION Citibank N.A., London Branch as Authenticating Agent for Wilmington Trust, National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture. acting by its designated signatory By: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies thatAuthorized Signatory Date:

Appears in 1 contract

Samples: Supplemental Indenture (Axalta Coating Systems Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. c/o APX Group, Inc. 0000 Xxxxx 000 Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo BankXX 00000-0000 Facsimile: (000) 000-0000 Attention: Igor Fert Wilmington Trust, National Association 000 Xxxxxxxxx XxxxxxXxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, 11th Floor MAC N-9311XX 00000 Facsimile: 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 000-0000 Attention: Era Group Inc. Account Manager Capital Markets and Agency Services Re: $200,000,000 7.7507.875% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2022 Reference is hereby made to the Indenture, dated as of December 7May 26, 2012 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among Era Group Inc.APX Group, a Delaware corporation Inc. (the “CompanyIssuer”), the Guarantors listed therein from time to time party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Trustee and Collateral Agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (APX Group Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated--------------- Date: ----------------------- Your Signature: _______________________________________ --------------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ ------------------------- Signature Guarantee*: _____________________________ :* ----------------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx Principal Amount Amount of of this Global Note decrease in Amount of increase in following such Signature of authorized Principal Amount Principal Amount decrease officer of Trustee or Date of Exchange of this Global Note of this Global Note (or increase) Custodian ---------------- ------------------- ------------------- ------------- --------- A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER TriMas Corporation 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxSuite 130 Bloomfield Hills, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Michigan 48304 The Bank of New York 000 Xxxxxxx Xxxxxx New York, New York 10286 Re: $200,000,000 7.7509-7/8% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2012 ----------------------------------------- Reference is hereby made to the Indenture, dated as of December 7June 6, 2012 2002 (the "Indenture"), by and among Era Group Inc.TriMas Corporation, a Delaware corporation as issuer (the "Company"), the Guarantors listed therein named on the signature pages thereto and Xxxxx Fargo BankThe Bank of New York, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Trimas Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the box below: o [_] Section 4.10 o [_] Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature$________ Date: _______________ Your Signature:____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ____________:_____________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Just for Feet, stock brokersInc. 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name XX 00000 The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. New York 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx21 West New York, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager NY 10286 Re: $200,000,000 7.75011% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2009 -------------------------------------- Reference is hereby made to the Indenture, dated as of December 7April 15, 2012 1999 (the "Indenture"), by and among Era Group between Just For Feet, Inc., a Delaware corporation as issuer (the "Company"), the Guarantors listed therein and Xxxxx Fargo BankThe Bank of New York, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ______________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Just for Feet Specialty Stores Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.125% Senior Notes due 2022, 2023 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7November 5, 2012 2014 (the “Base Indenture”), by and among Era Group Inc.CCOH Safari, a Delaware corporation LLC, CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (“Capital Corp” and, together with CCO Holdings, the “CompanyIssuers”), the Guarantors listed therein guarantor party thereto and Xxxxx Fargo BankThe Bank of New York Mellon Trust Company, National Association N.A., as trustee, as supplemented by the Third Supplemental Indenture dated as of April 21, 2015 (the “TrusteeSupplemental Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Third Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated------------- Date: -------------------- Your Signature: _______________________________________ --------------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ ------------------------ Signature Guarantee*: _____________________________ ---------------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. Principal Amount Amount of decrease Amount of increase in of this Global Note Signature of in Principal Amount Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ---------------- ---------------- ------------- --------- * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Metaldyne Corporation 00000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 The Bank of New York 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 XxxxxxxXxxxxx New York, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager New York 10286 Re: $200,000,000 7.75011% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2012 -------------------------------------- Reference is hereby made to the Indenture, dated as of December 7June 20, 2012 2002 (the "Indenture"), by and among Era Group Inc.Metaldyne Corporation, a Delaware corporation as issuer (the "Company"), the Guarantors listed therein named on the signature pages thereto and Xxxxx Fargo BankThe Bank of New York, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Er Acquisition Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $_________________________________ Signature Guarantee*. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: _____________________________ * Signature(sThis schedule should be included only if the Note is issued in global form. Summit Materials, LLC 1000 Xxxxxxx Xxxxxx, 3rd Floor Denver, Colorado 80202 E-mail: Axxx.Xxxxxxxx@xxxxxx-xxxxxxxxx.xxx Attention: Axxx Xxx Xxxxxxxx, Chief Legal Officer With a copy to: Sxxxxxx Xxxxxxx & Bxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made000-0000 E-mail: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo BankEXxxxxxxxxxx@xxxxxx.xxx Attention: Exxxx X. Xxxxxxxxxxx Wilmington Trust, National Association 000 Xxxxxxxxx 1000 Xxxxx Xxxxxx Xxxxxx, 11th Floor MAC N-93110xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Summit Materials Administrator Re: $200,000,000 7.7505.25% Senior Notes due 2022, CUSIP (the “Notes”) 2029 Reference is hereby made to the Indenture, dated as of December 7August 11, 2012 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among Era Group Inc.Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), Summit Materials Finance Corp., a Delaware corporation (the “CompanyCo-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors listed named therein and Xxxxx Fargo BankWilmington Trust, National Association (the “Association, a national banking association, as Trustee”), Transfer Agent, Registrar and Paying Agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_______________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Summit Materials, LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _____________________ 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 (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: _____________________________ * Signature(s) must This schedule should be guaranteed by an eligible Guarantor Institution (banksincluded only if the Note is issued in global form. Diamond Sports Group, stock brokersLLC 00000 Xxxxxx Xxx Xxxx Xxxx Xxxxxx, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been madeMaryland 21030 Attention: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, Xxxxxxxxxxx U.S. Bank National Association 000 Xxxxxxxxx Corporate Trust Services, 18th Floor 0000 Xxxx Xxxx Xxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxSuite 1850 Richmond, Xxxxxxxxx 00000 Virginia 23219 Attention: Era Group Inc. Account Manager Xxxxxx Xxxxx Re: $200,000,000 7.75012.750% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2026 Reference is hereby made to the Indenture, dated as of December 7June 10, 2012 2020 (as amended or supplemented from time to time with respect to the Secured Notes, the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”)Issuers, the Guarantors listed therein Trustee and Xxxxx Fargo Bank, National Association (the “Trustee”)Notes Collateral Agent. 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 Note[s] or interest in such Secured Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Secured Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sinclair Broadcast Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 2.10 (“Change of Control”) of the Supplemental Indenture, check the box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 2.10 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: ___________________________ Your Signature: ________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Number: _________________________________ Signature Guarantee*: _______________guarantee:______________ * Signature(s) (Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredprogram) WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, other than to and in the name Georgia 30328 Attention: General Counsel The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. New York Mellon Trust Company, N.A. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th 12th Floor MAC N-9311-115 XxxxxxxxxxxPittsburgh, Xxxxxxxxx 00000 Pennsylvania 15262 Attention: Era Group Inc. Account Manager Corporate Trust Administration Facsimile: (000) 000-0000 Re: $200,000,000 7.750WestRock Company 4.000% Senior Notes Note due 2022, 2028 CUSIP (the “Notes”) # Reference is hereby made to that certain indenture dated August 24, 2017 (the “Base Indenture”) and that certain Second Supplemental Indenture dated March 6, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, dated as of December 7, 2012 (the “Indenture”), by and ) each among Era Group Inc., a Delaware corporation WestRock Company (the “CompanyIssuer”), the Guarantors listed therein party thereto and Xxxxx Fargo BankThe Bank of New York Mellon Trust Company, National Association N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): [___________ (] hereby requests the “Transferor”) owns Registrar or Trustee to deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Definitive Note or Definitive Notes in registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Security (or the portion thereof indicated above), in accordance with Section 2.7 of the principal amount Base Indenture; [_] hereby requests the Registrar or Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests (the “Transfer”), Notes to ______________ (the “Transferee”transferee), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with the Restricted Notes Legend as further specified below:

Appears in 1 contract

Samples: Second Supplemental Indenture (WestRock Co)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.11 or 4.15 4.18 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o 4.11 [ ] Section 4.15 4.18 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.11 or Section 4.15 4.18 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: ________________________$_______________ Date: ---------------- Your Signature: ------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ --------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Amount of Decrease in Amount of Increase in Principal Amount Principal Amount at Principal Amount at Maturity of this Global Maturity of this Global Maturity of this Global Following such Date of Exchange Note Note Decrease (or Increase) ---------------- ----------------------- ----------------------- ----------------------- A2-13 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER INVACARE CORPORATION Xxx Xxxxxxxx Xxx Xxxxxx, 11th Floor MAC N-9311Xxxx 00000 Facsimile: (000) 000-115 0000 Attention: General Counsel XXXXX FARGO BANK, N.A. Corporate Trust Services MACN9303-120 000 - 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile: (000) 000-0000 Attention: Era Group Inc. Invacare Account Manager Re: $200,000,000 7.7509 3/4% Senior Notes due 2022, CUSIP (the “Notes”) 2015 Reference is hereby made to the Indenture, dated as of December 7February 12, 2012 2007 (the "Indenture"), by and among Era Group Inc.Invacare Corporation, a Delaware an Ohio corporation (the "Company"), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”)N.A., as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Invacare Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group 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 Custodian * This schedule should be included only if the Note is issued in global form. [•] c/o Hilton Grand Vacations Borrower Inc. 000 Xxxx & Xxxxxxx Xxxx. 0000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxx, Xx., General Counsel With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Xxxxxxxx Xxxxx 00000 Xxxxx Fargo BankWilmington Trust, National Association 000 Xxxxxxxxx Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Hilton Grand Vacations Inc., Account Manager Facsimile: (000) 000-0000 Re: $200,000,000 7.7504.875% Senior Notes due 2022, CUSIP (the “Notes”) 2031 Reference is hereby made to the Indenture, dated as of December 7June 28, 2012 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by among Hilton Grand Vacations Borrower Escrow, LLC, a Delaware limited liability company (the “Escrow Issuer”), and among Era Group Hilton Grand Vacations Borrower Escrow, Inc., a Delaware corporation (the “CompanyEscrow Co-Issuer” and, together with the Escrow Issuer, the “Escrow Issuers; provided that, subject to satisfaction of certain conditions, the Escrow Issuer will merge with and into Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Issuer”), with the Issuer continuing as the surviving entity, and the Escrow Co-Issuer will merge with and into Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), with the Co-Issuer continuing as the surviving entity, and the Escrow Issuers will be released from their obligations on the Notes and the Indenture, and the Issuers will become the issuers of this Note and assume all obligations of the Issuers under the Indenture and the Notes, and each of the Initial Guarantors will guarantee all of the Issuers’ obligations under the Indenture and the Notes), the Escrow Guarantor (as defined therein), the Guarantors listed therein (as defined therein) from time to time party thereto and Xxxxx Fargo BankWilmington Trust, National Association (the “Association, a national banking association, as Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_______________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Hilton Grand Vacations Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature$_______________ Date: _______________________________________ Your Signature: ---------------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ -------------------------- Signature Guarantee*: _____________________________ ------------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banksor other signature guarantor acceptable to the Trustee). A-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Reliant Resources, stock brokersInc. 1111 Louisiana Street Houston, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Texas 77002 Attention: Era Group General Counsel Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxrth 1100 North Market Street Wilmington, Delaware 19890 Xxxxntion: Corporaxx Xxxxx Xxxxxxxxxxxxxx Xx: Xxxxxxx Xxxxurces, Inc. Account Manager Re: $200,000,000 7.7509.25% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2010 Reference is hereby made to the Indenture, dated as of December 7July 1, 2012 2003 (the "Indenture"), by and among Era Group Reliant Resources, Inc., a Delaware corporation as issuer (the "Company"), the Guarantors listed therein named on the signature pages thereto and Xxxxx Fargo BankWilmington Trust Company, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY] 1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note 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 Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): (a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or (b) [ ] such Transfer is being effected to the Company or a subsidiary thereof; or (c) [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or (d) [ ] such Transfer is being effected to an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Institutional Accredited Investor") and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act. 4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. (b) [ ] CHECK IF TRANSFER IS

Appears in 1 contract

Samples: Indenture (Reliant Energy Solutions LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. 00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 XxxxxxxSt. Louis, Missouri 63131 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 00000 Xxxxx Fargo Bank0000 Chicago, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Illinois 60602 Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.250% Senior Notes due 2022, 2022 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7May 10, 2011 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of August 22, 2012 (the “Supplemental Indenture”), by and among Era Group Inc.CCO Holdings, a Delaware corporation LLC (the “Company”), CCO Holdings Capital Corp. (“Capital Corp” and, together with the Guarantors listed therein and Xxxxx Fargo BankCompany, National Association (the “TrusteeIssuers”), the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 5.10 or 4.15 5.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 5.10 or Section 4.15 5.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. StoneMor Inc. 000 Xxxx & Xxxxxxx Xxxx. 3331 Street Road, Two Xxxxxxxxx Xxxxxx, Xxxxx 000 XxxxxxxXxxxxxxx, Xxxxx Xxxxxxxxxxxx 00000 Xxxxx Fargo BankAttention: Corporate Secretary Wilmington Trust, National Association 000 Xxxxxxxxx 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group StoneMor Inc. Account Manager Administrator Fax: (000) 000-0000 Re: $200,000,000 7.7508.500% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2029 Reference is hereby made to the Indenture, dated as of December 7May 11, 2012 2021 (the “Indenture”), by and among Era Group StoneMor Inc., a Delaware corporation (the “CompanyIssuer”), the Guarantors listed therein and Xxxxx Fargo BankWilmington Trust, National Association (the “Trustee”)Association, as Trustee and as Collateral Agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Stonemor Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Security purchased by the Company Issuer pursuant to Section 4.10 4.06 or 4.15 4.09 of the Indenture, check the box belowbox: o Section 4.10 o 4.06 ☐ Section 4.15 4.09 If you want to elect to have only part of this Note Security purchased by the Company Issuer pursuant to Section 4.10 4.06 or Section 4.15 4.09 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedprincipal amount: $ Dated: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this NoteSecurity.) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and in the name of the registered holderas amended. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 CENTURY COMMUNITIES, INC. 0000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx XxxxxxXxxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: Era Group Inc. Account Manager Xxxx Xxxxxxxxxx U.S. BANK NATIONAL ASSOCIATION Global Corporate Trust Services 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: X. Xxxxxxxx (Century Communities) Re: $200,000,000 7.750Century Communities, Inc. 6.750% Senior Notes due 2022, CUSIP (the “Notes”) 2027 Reference is hereby made to the Indenture, dated as of December 7May 23, 2012 2019 (the “Indenture”), by and among Era Group Century Communities, Inc., a Delaware corporation as issuer (the “CompanyIssuer”), the Guarantors listed therein from time to time party thereto and Xxxxx Fargo BankU.S. Bank National Association, National Association (the “as Trustee”). 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 Note[s] Securities or interest in such Note[s] Securities specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] Securities or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Century Communities, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Series B Note purchased by the Company Note Issuers pursuant to Section 4.10 4.06 or 4.15 4.08 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 [ ] If you want to elect to have only part of this Series B Note purchased by the Company Note Issuers pursuant to Section 4.10 4.06 or Section 4.15 4.08 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedamount: $ DatedDate: Your Signature: --------------------- ------------------- (Sign exactly as your name appears on the other side of the Security) Signature Guarantee:--------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 116 EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED UPON TERMINATION OF RESTRICTED PERIOD Iridium LLC Iridium Capital Corporation State Street Bank and Trust Company c/o Xxxxx Xxxxxx Xxxx xxx Trust Company Corporate Services Division 4th Xxxxx 0 Xxxxxxxxxxxxx Xxxxx Xxxxxx, XX 00000 Re: Iridium LLC and Iridium Capital Corporation (the "Note Issuers") 14% Senior Notes due 2005, Series B (the "Series B Notes") Ladies and Gentlemen: This letter relates to Series B Notes represented by a temporary global note certificate (the "Temporary Certificate"). Pursuant to Section 2.01 of the Indenture dated as of July 16, 1997 relating to the Series B Notes (the "Indenture"), the undersigned hereby certifies that (1) the undersigned is the beneficial owner of $[__________] principal amount of initial Series B Notes represented by the Temporary Certificate and (2) the undersigned is a Non-U.S. person (as defined in the Indenture) to whom the initial Series B Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to transfer the principal amount of initial Series B Notes represented by the Temporary Certificate into a permanent global certificate, all in the manner provided by the Indenture. You and the Note Issuers 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 117 EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS Transferee Letter of Representation Iridium LLC Iridium Capital Corporation State Street Bank and Trust Company c/o Xxxxx Xxxxxx Xxxx xxx Trust Company Corporate Services Division 4th Xxxxx 0 Xxxxxxxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxdies and Gentlemen: Reference is hereby made to the Indenture dated as of July 16, 1997 in regard of the 14% Senior Notes due 2005, Series B (the "Series B Notes") among Iridium LLC and Iridium Capital Corporation, as joint and several obligors (the "Note Issuers"), Iridium Roaming LLC and Iridium IP LLC (the "Initial Guarantors," and together with the Note Issuers, the "Issuers") and State Street Bank and Trust Company as Trustee. Capitalized terms used but not defined herein will have the meaning given them in the Indenture. This certificate is delivered to request a transfer of $[_____________________________ (Sign exactly as your name appears on ] principal amount of the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must Series B Notes. Upon transfer, the Series B Notes would be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and registered in the name of the registered holder. new beneficial owner as follows: Name: ---------------------------------------------- Address: ---------------------------------------------- Taxpayer ID Number: ----------------------------------- The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made undersigned represents and warrants to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies you that:

Appears in 1 contract

Samples: Series B Note Indenture (Iridium Capital Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 3.7 or 4.15 3.9 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 ☐ ☐ 3.7 3.9 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 3.7 or Section 4.15 3.9 of the Indenture, state the amount in principal amount (must be a in minimum denominations of $2,000 or an integral multiple multiples of $1,000 in excess thereof (or if a PIK Payment has been made in minimum denominations of $1.00 or integral multiples of $1.00 in excess thereof) you elect to have purchased: )): $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this the Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s(Signature must be guaranteed) must The signature(s) should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission SEC Rule 17Ad‑15 Notes are to be delivered17Ad-15. Eagle Holding Company II, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been madeLLC c/o Pharmaceutical Product Development, LLC 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Facsimile: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank[ ] Attention: [ ] Wilmington Trust, National Association 000 Xxxxxxxxx XxxxxxXxxxx Xxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxXxxxx 000 Xxxxxxxx, Xxxxxxxxx XX 00000 Facsimile: [ ] Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) [ ] Reference is hereby made to the Indenture, dated as of December 7May 14, 2012 2019 (the “Indenture”), by and among Era Group Inc.between Eagle Holding Company II, LLC, a limited liability company organized under the laws of the State of Delaware corporation (such limited liability company, and its successors and assigns under the Indenture, hereinafter referred to as the “CompanyIssuer), the Guarantors listed therein ) and Xxxxx Fargo BankWilmington Trust, National Association Association, as trustee (in such capacity, the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (PPD, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Debenture purchased by the Company pursuant to Section 4.10 3.08 or 4.15 3.10 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o 3.08 ¨ Section 4.15 3.10 If you want to elect to have only part of this Note the Debenture purchased by the Company pursuant to Section 4.10 3.08 or Section 4.15 3.10 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ (Sign exactly as your name appears on the face of this Note) Your Signature: Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL DEBENTURE The following increases exchanges of a part of this Global Debenture for an interest in another Global Debenture or decreases for a Definitive Debenture, or exchanges of a part of another Global Debenture or Definitive Debenture for an interest in this Global Note Debenture, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2026 No. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: ___ $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ____________ (the “Transferor”) owns and proposes promises to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), pay to __________________________________________________________________________or registered assigns, the principal sum of __________________________________________________________ DOLLARS on May 16, 2026. Interest Payment Dates: May 15 and November 15 Record Dates: 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: 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 AS DEFINED HEREIN). 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) (TransfereeDTC”), as further specified 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 meanings assigned to them in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:Indenture referred to below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (Broadwing Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the box below: o [ ] Section 4.10 o Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: _____________________ 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 (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. Xxxxxxx Finance LLC Xxxxxxx Finance Co. c/o Nielsen Holdings plc 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Fax No.: 000-000-0000 Attention: General Counsel Deutsche Bank Trust Company Americas Trust and Agency Services 00 Xxxx Xxxxxx, 11th Floor MAC N-931100xx Xxxxx XX: NYC60-115 Xxxxxxxxxxx2405 Xxx Xxxx, Xxxxxxxxx XX 00000 Fax No.: 000-000-0000 Attention: Era Group Inc. Account Manager ReCorporate Team/ Xxxxxxx Finance LLC and Xxxxxxx Finance Co. Deal ID: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) SF5298 Reference is hereby made to the Indenture, dated as of December 7May 28, 2012 2021 (the “Indenture”), by and among Era Group Inc.Xxxxxxx Finance LLC, a Delaware corporation (the “Company”)Xxxxxxx Finance Co., the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Nielsen Holdings PLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company or the Issuers, as applicable, pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company or the Issuers, as applicable, pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. Endo Finance LLC Endo Xxxxx Inc. 000 Xxxx & c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor DAPS Reorg MAC N-9311N9303-115 121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7507.25% Senior Notes due 2022, CUSIP (the “Notes”) 2022 Reference is hereby made to the Indenture, dated as of December 7May 6, 2012 2014 (the “Indenture”), by among Endo Finance LLC and among Era Group Inc.Endo Xxxxx Inc. (collectively, a Delaware corporation (the “CompanyIssuers”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 5.18 of the IndenturePurchase Agreement, check the box below: o Section 4.10 o Section 4.15 Yes If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 5.18 of the IndenturePurchase Agreement, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signaturepurchased (if no amount is set forth below you will have elected to have the full amount of the Note purchased by the Company): $____________ Date: _______________ Your Signature: ______________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ________________________ UBS FINANCIAL SERVICES INC. AMENDED AND RESTATED CORPORATE CASH MANAGEMENT SERVICES Nextwave Wireless LLC - Asset Sale Proceeds - C P - 0 1 3 7 0 D E ACCOUNT TRADING PERMITTED? YES x NO o (See Section 3 below) ACCOUNT WITHDRAWALS PERMITTED? YES x NO o (See Section 4 below) This Amended and Restated Corporate Cash Management Services Account Control Agreement (this Agreement) dated as of October __________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers2008, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group between UBS Financial Services Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”Firm), the party signing this Agreement as Client where indicated below (Client) Reference is hereby made to the Indentureand First Lien Collateral Agent (as defined below), Second Lien Collateral Agent (as defined below) and Third Lien Collateral Agent (as defined below and, together with First Lien Collateral Agent and Second Lien Collateral Agent, collectively, Creditor) amends and restates in its entirety that certain Corporate Cash Management Services Account Control Agreement dated as of December 7July 13, 2012 (2006 between the “Indenture”)Firm, by Client and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:First Lien Collateral Agent.

Appears in 1 contract

Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Partnership pursuant to Section 4.10 or 4.15 4.13 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Partnership pursuant to Section 4.10 or Section 4.15 4.13 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Regulation S [Temporary] [Permanent] Global Note for an interest in another Global Note [or decreases for a Definitive Note], or exchanges of a part of another Restricted Global Note [or Definitive Note] for an interest in this Regulation S [Temporary] [Permanent] Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx* This schedule should be included only if the Note is issued in global form. CVR Partners, LP 0000 Xxxxx Xxxxx, Xxxxx 000 XxxxxxxXxxxx Xxxx, Xxxxx 00000 Xxxxx Fargo BankAttention: General Counsel and Secretary Wilmington Trust, National Association 000 Xxxxxxxxx Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile No.: (000) 000-0000 Attention: Era Group Inc. Account Manager CVR Partners, LP 2028 Secured Notes Administrator Re: $200,000,000 7.7506.125% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2028 Reference is hereby made to the Indenture, dated as of December 7June 23, 2012 2021 (the “Indenture”), by and among Era Group Inc.CVR Partners, LP, a Delaware limited partnership (the “Partnership”), CVR Nitrogen Finance Corporation, a Delaware corporation (together with the Partnership, the “CompanyIssuers”), the Guarantors listed therein and Xxxxx Fargo Bankparty thereto, Wilmington Trust, National Association (Association, as trustee, and Wilmington Trust, National Association, the “Trustee”)collateral trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (CVR Energy Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ * Participant in a recognized Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx* This schedule should be included only if the Note is issued in global form. Tronox Incorporated x/x Xxxxxx Xxxxxxxx xxx Xxx Xxxxxxxx Xxxxx 000 XxxxxxxXxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxx Fargo BankFacsimile No.: (000) 000-0000 Attention: Xxxxxx Xxxx Wilmington Trust, National Association 000 Xxxxxxxxx Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Facsimile No.: (000) 000-0000 Attention: Era Group Inc. Account Manager Tronox Notes Administrator Re: $200,000,000 7.7504.625% Senior Notes due 2022, CUSIP (the “Notes”) 2029 Reference is hereby made to the Indenture, Indenture dated as of December 7March 15, 2012 2021 (the “Indenture”), by and ) among Era Group Inc.Tronox Incorporated, a Delaware corporation (the “CompanyIssuer”), each of the Guarantors listed therein (as defined therein), and Xxxxx Fargo BankWilmington Trust, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Tronox Holdings PLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section Sections 4.10 (Asset Sale) or 4.15 4.14 (Change of Control) of the Indenture, check the box below: o [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated[Name of Transferee] Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification No.: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, XX 00000 Email: xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxx Xxxxxxx, General Counsel U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Facsimile: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxxxxx Re:Xxxx Xxxxxx Holdings Corp. 13.75% Senior Secured Notes due 2023 Reference is hereby made to that certain Indenture dated June 30, 2017 (the “Indenture”) among Xxxx Xxxxxx Holdings Corp. (the “Issuer”), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or ______________ definitive form by the undersigned. The undersigned __________________ (Sign exactly as your name appears on transferor) (check one box below): ☐hereby requests the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership Registrar to deliver in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and exchange for its beneficial interest in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxxheld by the Depositary a Note or Notes in definitive, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made registered form of authorized denominations and an aggregate principal amount equal to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; or ☐hereby requests the Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests (the “Transfer”), Notes to ______________ (the “Transferee”transferee), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Jack Cooper Holdings Corp.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 2.1 of the First Supplemental Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 2.1 of the First Supplemental Indenture, state the amount you elect to have purchased (must be a in the minimum principal amount of $2,000 or an integral multiple multiples of $1,000 in excess thereof) you elect to have purchased: $ Dated: ): $_________ Date:__________________ Your Signature: _________________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases or decreases in the principal amount of this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx* To be included in a Global Note only. Xxxxx 000 XX Xxxxxxxx Corporation. 0000 X. Xxxxxxx, Suite 1300 Dallas, Texas 75201 Computershare Trust Company, N.A. CTSO Mail Operations 000 Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx Xxxxxx, 11th Xxxxxxx Floor MAC N-9311-115 XxxxxxxxxxxMinneapolis, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager MN 55415 Re: $200,000,000 7.750% [•]% Senior Notes due 2022, CUSIP 20[•] (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7April 27, 2012 2022 (the “Base Indenture”), by and among Era Group Inc.between XX Xxxxxxxx Corporation, a Delaware corporation (the “Company”)) and Computershare Trust Company, N.A., as trustee as supplemented by the Guarantors listed therein and Xxxxx Fargo Bank, National Association First Supplemental Indenture (the “TrusteeFirst Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: First Supplemental Indenture (HF Sinclair Corp)

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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 ‎Section 3.5 or 4.15 ‎3.10 of the Indenture, check the box beloweither box: o Section 4.10 o Section 4.15 ‎Section 3.5  ‎Section 3.10  If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 ‎Section 3.5 or Section 4.15 ‎3.10 of the Indenture, state the principal amount (must be a in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) you elect of the Notes to have purchasedbe issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased): _________________. Date: $ Dated: __________ Your Signature: Signature ____________________________________________________ (Sign exactly as your name appears on the face other side of this the Note) Tax Identification No.Signature Guarantee: _________________________________ Signature Guarantee*: _______________________________ * Signature(s(Signature must be guaranteed) must The signature(s) should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission Act Rule 17Ad‑15 Notes are to be delivered17Ad‑15. [ ] SUPPLEMENTAL INDENTURE, other than to and in the name of the registered holder. The following increases or decreases in (this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the NotesSupplemental Indenture”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”)[ ], by and among Era Group Inc., a Delaware corporation the parties that are signatories hereto as Guarantors (the “CompanyGuaranteeing Entities” and each a “Guaranteeing Entity”), the Guarantors listed therein Xxxx Specialty, LLC, as Issuer, and Xxxxx Fargo BankU.S. Bank Trust Company, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”)Association, as further specified in Annex A hereto. In connection with Trustee and Notes Collateral Agent under the Transfer, the Transferor hereby certifies that:Indenture referred to below.

Appears in 1 contract

Samples: Indenture (Ryan Specialty Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.13 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.13 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.13 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: ____________________________$___________ Date: __________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). A2-9 The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group 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 Custodian A2-10 CVR Energy, Inc. 000 Xxxx & Xxxxxxx Xxxx. 0000 Xxxxx Xxxxx, Xxxxx 000 XxxxxxxXxxxx Xxxx, Xxxxx 00000 Attention: General Counsel and Secretary Xxxxx Fargo Bank, National Association Association, as Trustee and Registrar—DAPS Reorg MAC N9303-121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.750% Senior [5.250][5.750]%Senior Notes due 2022, CUSIP (the “Notes”) 20[25][28] Reference is hereby made to the Indenture, dated as of December 7January 27, 2012 2020 (the “Indenture”), by and among Era Group CVR Energy, Inc., a Delaware corporation (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (CVR Energy Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 (Asset Sales) or 4.15 (Offer to Repurchase Upon Change of Control) of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signature must be guaranteed by an eligible Guarantor Institution a participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE5 The initial principal amount of the registered holderthis Global Note is $[ ]. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Exterran Energy Solutions, L.P. EES Finance Corp. 0000 Xxxxxxxxxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association Corporate Trust-DAPS Reorg 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311X. 0xx Xxxxxx – 0xx Xxxxx XXX X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 AttentionXX 00000-0000 Phone: Era Group Inc. Account Manager 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7508.125% Senior Notes due 2022, CUSIP (the “Notes”) 2025 Reference is hereby made to the Indenture, dated as of December 7April 4, 2012 2017 (the “Indenture”), by and among Era Group Inc.Exterran Energy Solutions, L.P., a Delaware corporation limited partnership (the “Company”), EES Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), Exterran Corporation, the Subsidiary Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Exterran Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: _____________________ 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 (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. Clear Channel Outdoor Holdings, Inc. 000 0000 Xxxxx Xxxx & Xxxxxxx Xxxx. 0000X, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Xxxxx 00000 Xxxxx Fargo BankXxxxxxx, Chief Financial Officer U.S. Bank National Association 000 Xxxxxxxxx Xxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 XxxxxxxxxxxXxxxx 000 Xxxxxxxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager Clear Channel Administrator Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) 2028 Reference is hereby made to the Indenture, dated as of December 7February 17, 2012 2021 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”)Issuer, the Guarantors listed therein guarantors party thereto and Xxxxx Fargo Bankthe Trustee, National Association (under which the “Trustee”)Notes have been issued. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Clear Channel Outdoor Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 all or 4.15 of the Indenture, check the box below: o Section 4.10 o Section 4.15 If you want to elect to have only any part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, as the case may be, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedpurchased (if all, write "ALL"): $ ---------------- Date: $ Dated: ------------------- Your Signature: -------------------- (Sign exactly as your name appears on the face of this Note) Signature Guarantee* -------------- * NOTICE: The signature must be guaranteed by an institution which is a member of one of the following recognized signature guarantee programs: (1) The Securities Transfer Agent Medallian Program (STAMP); (2) The New York Stock Exchange Medallian Program (MSP); (3) The Stock Exchange Medallian Program (SEMP). SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES** The following exchanges of a part of this Global Note for Definitive Notes have been made: Principal Amount of Signature of autho- Amount of decrease in Amount of increase in this Global Note rized signatory of Principal Amount of Principal Amount of following such decrease Trustee Date of Exchange this Global Note this Global Note (or increase) -------------------------------------------------------------------------------------------------------------------------------- -------- This should be included only if the Note is issued in global form. EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES Re: [Series A] [Series B] [ ]% Senior Notes due 2003 (the "Notes") of American Restaurant Group, Inc. This Certificate relates to $_________________ principal amount of Notes held in * |_| book-entry or * |_| definitive form by _______________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No."Transferor"). The Transferor, by written order, has requested the Trustee: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership |_| to deliver in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and exchange for its beneficial interest in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (held by the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc.depository, a Delaware corporation (the “Company”)Note or Notes in definitive, the Guarantors listed therein registered form of authorized denominations and Xxxxx Fargo Bank, National Association (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given an aggregate principal amount equal to them in the Indenture. ___________ (the “Transferor”) owns and proposes to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A hereto, in Global Note (or the principal amount of $_________ in such Note[s] or interests (the “Transfer”portion thereof indicated above), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:; or

Appears in 1 contract

Samples: Indenture (American Restaurant Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ ¨ Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated. Date: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. Communications Sales & Leasing, Inc. 000 Xxxx & Xxxxxxx 10802 Executive Center Drive, Xxxxxx Xxxxxxxx Xxxxx 000, Xxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx XX 00000 Attention: General Counsel Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 6th & Marquette Ave., 12th Floor, MAC X0000-000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7508.25% Senior Notes due 2022, CUSIP (the “Notes”) 2023 Reference is hereby made to the Indenture, dated as of December 7April 24, 2012 2015 (the “Indenture”), by and among Era Group Communications Sales & Leasing, Inc., a Delaware corporation (the “Company”)CSL Capital, LLC, the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Communications Sales & Leasing, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $[ ]. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. Xxxxxxx Transmission, Inc. 000 0000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx00xx Xxxxxx Xxxxxxxxxxxx, Xxxxx XX 00000 Attention: Chief Financial Officer Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx XxxxxxXxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx, 11th Floor MAC N-9311XX 00000 Fax No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Xxxxxx X. X’Xxxxxxx Re: $200,000,000 7.75011% Senior Notes due 2022, CUSIP (the “Notes”) 2015 Reference is hereby made to the Indenture, dated as of December 7October 16, 2012 2007 (the “Indenture”), by among Xxxxxxx Transmission, Inc. and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Allison Transmission Holdings Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.06 or 4.15 4.08 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 4.06 or Section 4.15 4.08 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedprincipal amount: $ Dated: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this Note.) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and as amended. Date of Exchange Amount of decrease in the name Principal amount of the registered holder. The following increases or decreases in this Global Note have been made: Era Group 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 * This schedule should be included only if the Note is issued in global form. Global Brass & Copper, Inc. 000 Xxxx & Xxxxxxx X. Xxxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 0000 Xxxxxxxxxx, XX 00000 Xxxxx Fargo Bank, National Association Bank – DAPS Reorg. MAC N9303-121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7509.50% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2019 Reference is hereby made to the Indenture, dated as of December 7June 1, 2012 (the “Indenture”), by and among Era Group Global Brass & Copper, Inc., a Delaware corporation (the “Company”), Global Brass & Copper, Inc., a Delaware corporation (“Holdings”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee and collateral agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Global Brass & Copper Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ :* * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. * This schedule should be included only if the Note is issued in global form. Building Materials Holding Corporation 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxxx, Xxxxx 000 XxxxxxxXxxxx, Xxxxx XX 00000 Xxxxx Fargo BankAttention: General Counsel Fax No.: (000) 000-0000 Wilmington Trust, National Association 000 Xxxxxxxxx 00 Xxxxx Xxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager ReBuilding Materials Holding Corporation Administrator Fax No.: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”000) 000-0000 e-mail: xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx Reference is hereby made to the Indenture, dated as of December 7September 20, 2012 2013 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”)Building Materials Holding Corporation, the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (BMC Stock Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o / / Section 4.10 o / / Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated------------------ Date: --------------------- Your Signature: _______________________________________ ----------------------------------------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ --------------------------------------------------- Signature Guarantee*: _____________________________ ----------------------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). A2-11 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note or decreases of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Wheeling Island Gaming, Inc. 40 Fountain Plaza Buffalo, NY 14202 Telecopier No.: (716) 858-5264 Atxxxxxxx: Xxxxxxx X. Xxxxxx xx Xxxxral Counsel U.S. Xxxx, X.X. 000 Xxxx & Xxxxxxx East 5th Strxxx Xx. Xxxx. , XX 55101 Telecopier No.: (651) 244-0711 Xxxxxxxxx: Xxxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 AttentionXxxxxxxx Xx: Era Group Inc. Account Manager Re: $200,000,000 7.75000 0/0% Senior Notes due 2022, CUSIP (the “Notes”) 2009 Reference is hereby made to the Indenture, dated as of December 719, 2012 2001 (the “Indenture”"INDENTURE"), by and among Era Group Wheeling Island Gaming, Inc., a Delaware corporation Corporation (the “Company”"COMPANY"), the Guarantors listed therein Guarantors, and Xxxxx Fargo U.S. Bank, National Association (the “Trustee”)N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________ (the “Transferor”"TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $___________ in such Note[s] or interests (the “Transfer”"TRANSFER"), to ___________________________ (the “Transferee”"TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Wdra Food Service Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Soc. Sec. or Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) (Signature must be guaranteed by an eligible Guarantor Institution a financial institution that is a member of the Securities Transfer Agent Medallion Program (banks“STAMP”), stock brokersthe Stock Exchange Medallion Program (“SEMP”), savings and loan associations and credit unionsthe New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) with membership in an approved or such other signature guarantee medallion program pursuant to as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and as amended.) SCHEDULE OF EXCHANGES OF NOTES4 Date of Exchange, Etc. Amount of decrease in the name Principal Amount of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx XxxxAmount 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 4 This should be included only if the Note is issued in global form. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association Association, as Trustee and Registrar – DAPS Reorg MAC N9303-121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7505.000% Senior Notes due 20222021 of Xxxxxxxx Offshore Services, CUSIP (the “Notes”) Inc. Reference is hereby made to the Indenture, dated as of December 7March 28, 2012 2013 (the “Indenture”), by and among Era Group Inc.Xxxxxxxx Offshore Services, a Delaware corporation Inc. (the “Company”), the Guarantors listed therein guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ This letter relates to $ principal amount of Notes which are evidenced by one or more Restricted Global Notes and held with the Depository in the name of (the “Transferor”) owns and proposes to ). The Transferor has requested a transfer the Note[s] or of such beneficial interest in such Note[s] specified in Annex A hereto, the Notes to a Person who will take delivery thereof in the form of an equal principal amount of $_________ in Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such Note[s] or interests (transfer, is to be held with the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A heretoDepository. In connection with the Transfersuch request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions set forth in the legend in Section 2.06(f)(i) of the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (Hornbeck Offshore Services Inc /La)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o c Section 4.10 o 4.11 c Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the “Transferee”Trustee). The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, as further specified or exchanges of a part of another Global Note or Definitive Note for an interest in Annex A hereto. In connection with the Transferthis Global Note, the Transferor hereby certifies that:have been made: Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Capital Corp. c/o Charter Communications, Inc. 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: CCO Holdings, LLC and CCO Holdings Capital Corp.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 Section 4.11 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 [ ] If you want to elect wish to have only part a portion of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.11 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: principal amount): $ Dated. Date: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must The initial principal amount of indebtedness evidenced by this Note shall be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder$ . The following decreases/increases or decreases in the principal amount of indebtedness evidenced by this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Date of Decrease/Increase Decrease in Principal Amount of Indebtedness Evidenced Increase in Principal Amount of Indebtedness Evidenced Total Principal Amount of Indebtedness Evidenced Following Such Decrease/ Increase Notation Made by or on Behalf of Trustee [MTW Cranes Escrow Corp. / The Manitowoc Company, Inc.] 0000 Xxxxx 000 Xxxxxxx00xx Xxxxxx Xxxxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Attention: Era Group Inc. Account Manager Treasurer / General Counsel Xxxxx Fargo Corporate Trust-DAPS Reorg 6th & Marquette Avenue 12th Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.75012.75% Senior Secured Second Lien Notes due 2022, CUSIP (the “Notes”) 2021 Reference is hereby made to the Indenture, dated as of December 7February 18, 2012 2016 (the “Indenture”), by and among Era Group [MTW Cranes Escrow Corp. / The Manitowoc Company, Inc., a Delaware corporation ] (the “CompanyIssuer”), the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as Trustee and as Collateral Agent. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the a principal amount of $_________ in such Note[s] or interests $ (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Manitowoc Co Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 3.7 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 3.7 of the Indenture, state the amount in principal amount (must be a minimum in denominations of $2,000 or an integral multiple multiples of $1,000 in excess thereof) you elect to have purchased: ): $ Dated: Your SignatureDate: _______________ Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee: _________________________ (Sign exactly as your name appears on the face of this NoteSignature must be guaranteed) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(sThe signature(s) must should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program), pursuant to Securities and Exchange Commission SEC Rule 17Ad‑15 Notes are to be delivered17Ad-15. Mattel, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxxxxxx Xxxxxxxxx Xx Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, Xxxxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: General Counsel U.S. Bank National Association 000 Xxxxxxxxx Xxxx 0xx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx00xx Xxxxx, Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP Xxxxxxx X. Xxxxxxxxxx (the “Notes”Mattel) Reference is hereby made to the Indenture, dated as of December 7March 19, 2012 2021 (the “Indenture”), by and among Era Group Mattel, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, hereinafter referred to as the “CompanyIssuer”), the Guarantors listed therein guarantors party thereto and Xxxxx Fargo BankU.S. Bank National Association, National Association as trustee (in such capacity, the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Mattel Inc /De/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group 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 officer of Trustee or Custodian Park-Ohio Industries, Inc. 000 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo BankXxxxx Xxxxxxxxx Xxxxx-XXXX Xxxxx, National Association X0000-000 Xxxxxxxxx Xxxxxx000 Xxxxxx Xxxxxx Xxxxx, 11th Floor MAC N-9311-115 0xx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7506.625% Senior Notes due 2022, CUSIP (the “Notes”) 2027 Reference is hereby made to the Indenture, dated as of December 7April 17, 2012 2017 (the “Indenture”), by and among Era Group Park-Ohio Industries, Inc., a Delaware corporation as issuer (the “Company”), the Guarantors listed therein party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Park Ohio Holdings Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.16 of the Indenture, check the box below: o / / Section 4.10 o / / Section 4.15 If 4.16 Subject to Section 3.02 of the Indenture, if you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.16 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: $___________ Date: Your Signature:________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: __________:_______________________ Signature Guarantee*: ________________________ ______ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the “Transferor”Trustee). SCHEDULE OF EXCHANGES OF CERTIFICATED SECURITIES The following exchanges of a part of this Global Note for Certificated Securities have been made:(1) owns and proposes Principal Amount of Signature of this Global Note authorized Amount of decrease Amount of increase following such signatory of in Principal Amount in Principal Amount decrease Trustee or Note Date of Exchange of this Global Note of this Global Note (or increase) Custodian ----------------- ------------------- ------------------- ------------------- --------------- ------------------- (1)To be included only if the Note is to transfer the Note[s] or interest be issued in such Note[s] specified in Annex A heretoGlobal form. EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES Re: 10-5/8% Senior Subordinated Notes due 2006 of Printpack, in the Inc. This Certificate relates to $200,000,000 principal amount of $_Notes held in * ________ in such Note[s] book-entry or interests (the “Transfer”), to *_______ definitive form by ________________ (the “Transferee”"Transferor"). The Transferor*: / / has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, as further specified registered form of authorized denominations in Annex A heretoan aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or / / has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with the Transfersuch request and in respect of each such Note, the Transferor does hereby certifies that:certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.06 of such Indenture, 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(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture). / / 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 reliance on Rule 144A or to an "Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act (in satisfaction, to the extent applicable, of Section 2.06(a)(ii)(B), Section 2.06(b)(i)(x) or Section 2.06(d)(i)(B) of the Indenture). --------------- *Check applicable box. / / Such Note is being transferred in accordance with Rule 144 or Rule 904 under the Securities Act, or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.06(a)(ii)(B) or Section 2.06(d)(i)(B) of the Indenture). / / Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.06(a)(ii)(C), Section 2.06(b)(i)(y) or Section 2.06(d)(i)(C) of the Indenture). -------------------------------------------- [INSERT NAME OF TRANSFEROR] By: ----------------------------------------- Date: -------------------------- ------------------- *Check applicable box. EXHIBIT C Form of Subsidiary Guarantee THIS GUARANTEE (as the same may be amended, modified or supplemented from time to time, this "Guarantee"), dated as of ____________, is made by ____________________________ (hereinafter referred to as the "Guarantor") in favor of _____________________, as trustee under the Indenture hereinafter described (the "Trustee") for the ratable benefit of the holders from time to time (the "Holders") of the Senior Subordinated Notes (as hereinafter defined). All terms not otherwise defined herein shall have for the purposes hereof the meanings set forth in the Indenture (as hereinafter defined) unless the context otherwise requires.

Appears in 1 contract

Samples: Indenture (Printpack Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.875% Senior Notes due 2022, 2027 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7November 5, 2012 2014 (the “Base Indenture”), by and among Era Group Inc.CCOH Safari, a Delaware corporation LLC, CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (“Capital Corp” and, together with CCO Holdings, the “CompanyIssuers”), the Guarantors listed therein guarantor party thereto and Xxxxx Fargo BankThe Bank of New York Mellon Trust Company, National Association N.A., as trustee, as supplemented by the Fifth Supplemental Indenture dated as of April 21, 2015 (the “TrusteeSupplemental Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Partnership pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Partnership pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Regulation S [Temporary] [Permanent] Global Note for an interest in another Global Note [or decreases for a Definitive Note], or exchanges of a part of another Restricted Global Note [or Definitive Note] for an interest in this Regulation S [Temporary] [Permanent] Global Note Note, have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx* This schedule should be included only if the Note is issued in global form. CVR Partners, LP 0000 Xxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxx, Xxxxx 00000 Attention: General Counsel and Secretary Wilmington Trust, National Association, as Trustee and Registrar 00000 X. Xxxxxx Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Xxxxx 00000 Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager CVR Partners, LP Notes Administrator Re: $200,000,000 7.7509.250% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2023 Reference is hereby made to the Indenture, dated as of December 7June 10, 2012 2016 (the “Indenture”), by and among Era Group Inc.CVR Partners, LP, a Delaware limited partnership (the “Partnership”), CVR Nitrogen Finance Corporation, a Delaware corporation (together with the Partnership, the “CompanyIssuers”), the Guarantors listed therein and Xxxxx Fargo Bankparty thereto, Wilmington Trust, National Association (Association, as trustee, and Wilmington Trust, National Association, the “Trustee”)collateral trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (CVR Partners, Lp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature________________ Date: _______________________________________ Your Signature: ------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ --------------- * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE* The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note Note, have been made: Era Group Amount of Amount of Principal Amount Signature of decrease in increase in of this Global authorized Principal Amount Principal Amount Note following officer of of this Global of this Global such decrease (or Trustee or Note Date of Exchange Note Note increase) Custodian ---------------- ---------------- ---------------- ----------------- --------------- A2-9 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER WCI Communities, Inc. 000 Xxxx & Xxxxxxx Xxxx24301 Walden Center Drive Suite 300 Bonita Springs, Florida 34134 Attexxxxx: Xxxxxx X. Hastings, Esq. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager [Registrar address block] Re: $200,000,000 7.7506-5/0% Senior Xxxxxx Xxxxxxxnated Notes due 2022, CUSIP (the “Notes”) 2015 Reference is hereby made to the Indenture, dated as of December 7March 10, 2012 2005 (the "Indenture"), by and among Era Group between WCI Communities, Inc., a Delaware corporation as issuer (the "Company"), the Guarantors listed on the signature page therein and Xxxxx Fargo BankThe Bank of New York Trust Company, National Association (the “Trustee”)N.A., as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note 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 Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and/, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

Appears in 1 contract

Samples: Indenture (Wci Communities Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.10 or 4.15 4.02 of the Indenture, check the box belowbox: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.10 or Section 4.15 4.03 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedprincipal amount: $ Dated: Your Signature: _______________________________________ (Sign exactly as your name appears on the face other side of this NoteSecurity.) Tax Identification No.Guarantee: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and in the name of the registered holderas amended. The following increases or decreases in this Global Note have been made: Era Group Transocean Guardian Limited c/o Transocean Inc. 000 Xxxx & 00 Xxxxxxx Xxxx. Xxxxx 000 X.X. Xxx 00000 Xxxxxx Xxxxxxx, Xxxxx 00000 XX-0000 Xxxxxxxxx: President Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxxxxx XxxxxxXxxxxx Xxxxxx Xxxxx, 11th Floor 0xx Xxxxx MAC N-9311X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7505.875% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2024 Reference is hereby made to the Indenture, dated as of December 7July 13, 2012 2018 (the “Indenture”), by and among Era Group Inc.Transocean Guardian Limited, a Delaware corporation as issuer (the “Company”), the Guarantors listed therein Other Note Parties party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)Association, as Trustee and as Collateral Agent. 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 Note[sSecurity[ies] or interest in such Note[sSecurity[ies] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[sSecurity[ies] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Transocean Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Note Security purchased by the Company pursuant to Section 4.10 4.11 or 4.15 of the Indenture, check the box belowBox: o Section 4.10 o Section 4.15 [ ] If you want to elect wish to have only part a portion of this Note Security purchased by the Company pursuant to Section 4.10 4.11 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchasedamount: $ DatedDate:________________________ Your signature: Your Signature: _____________________________ (Sign exactly as your name appears on the other side of this Security) Signature Guarantee:___________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) Signatures must be guaranteed by an "eligible Guarantor Institution guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions"STAMP") with membership in an approved or such other "signature guarantee medallion program pursuant to 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 B FORM OF CERTIFICATE OF TRANSFER The AES Corporation 1001 North 19th Street, Suxxx 0000 Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxsel [Name and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Address of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Registrar] Re: $200,000,000 7.7508 3/8% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2007 Reference is hereby made to the Indenture, dated as of December 7July 17, 2012 1997 (the "Indenture"), by and among Era Group Inc., a Delaware corporation between The AES Corporation (the “Company”)"Issuer") and The Bank of New York, the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[sSecurity[s] specified in Annex A hereto, hereto in the principal amount of $_________ in such Note[sSecurity[s] or interests (the "Transfer"), to ______________ (the "Transferee"), as further specified in Annex A hereto. In the event that Transferor holds Physical Securities, this Certificate is accompanied by one or more certificates aggregating at least the principal amount of Securities proposed to be Transferred. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Aes Corporation)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 10.15 or 4.15 10.16 of the Indenture, check the box below: o [ ] Section 4.10 o 10.15 [ ] Section 4.15 10.16 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 10.15 or Section 4.15 10.16 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: ________________________________$_______ Date: -------------------- Your signature: ------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*---------------- SIGNATURE GUARANTEE: _____________________________ * Signature(s) --------------------------- Signatures must be guaranteed by an "eligible Guarantor Institution guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions"STAMP") with membership in an approved or such other "signature guarantee medallion program pursuant to program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and in the name as amended. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Mission Resources Corporation 0000 Xxxxx, Suite 1455 Houston, Texas 77010-3039 Attention: Chief Financial Officer The Bank of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. New York 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 21 W New York New York 10286 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.7509 7/8% Senior Subordinated Notes due 2022, CUSIP (the “Notes”) 2011 Reference is hereby made to the Indenture, dated as of December 7April 8, 2012 2004 (the "Indenture"), by and among Era Group Inc., a Delaware corporation Mission Resources Corporation (the "Company"), the Guarantors listed therein subsidiary guarantors party thereto and Xxxxx Fargo Bank, National Association (the “Trustee”)The Bank of New York as trustee. 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 Note[s] Securities or interest in such Note[s] Securities specified in Annex A hereto, in the principal amount of $_________ in such Note[s] Securities or interests (the "Transfer"), to _______________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Mission Resources Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.16, Section 4.17 or 4.15 Section 4.19 of the Indenture, check the appropriate box below: o Section 4.10 o 4.16 ☐ Section 4.15 4.17 ☐ Section 4.19 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.16, Section 4.17 or Section 4.15 4.19 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 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 officer of Trustee or Custodian Greenfire Resources Ltd. 0000 – 000 Xxxx & Xxxxxxx Xxxx. 0xx Xxxxxx XX, Calgary, Alberta T2P 2V7, Canada, Attention: Chief Executive Officer Attention: Xxxxxx X. Xxxxx 000 XxxxxxxEmail: xxxxxx@xxxxxxxxxxxx.xxx The Bank of New York Mellon, Xxxxx 00000 Xxxxx Fargo Bank, National Association as Trustee 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx0xx Xxxxx Xxxx New York, Xxxxxxxxx 00000 NY 10286 Email: xxx.xxxxxxxxx.xxxx.xxxx@xxxxxxxxx.xxx Attention: Era Group Inc. Account Manager Corporate Trust Administration Facsimile: (000) 000-0000 Telephone: (000)-000-0000 Re: $200,000,000 7.75012.000% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2028 Reference is hereby made to the Indenture, dated as of December 7September 20, 2012 2023 (the “Indenture”), by and among Era Group Inc.Greenfire Resources Ltd., a Delaware corporation as issuer (the “CompanyCompany “), The Bank of New York Mellon, as trustee (in such capacity, collectively, the “Trustee”), the Guarantors listed therein and Xxxxx Fargo BankBNY Trust Company of Canada, National Association as Canadian Co-Trustee (in such capacity, collectively, the “Canadian Co-Trustee”) and Computershare Trust Company of Canada, as Collateral Agent (in such capacity, the “Collateral Agent”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Greenfire Resources Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 4.11 or 4.15 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o 4.11 [ ] Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 4.11 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated$____________________. Date: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _______________________________________ * Participant in a recognized Signature Guarantee Medallion Program (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). 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 Definitive Note) Tax Identification No., or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. Xxxxxxx Mezzanine Holdings, LLC 0000 Xxxxxxx Xxxxx Suite 200 Naples, Florida 34103 Attention: Xxxxx Xxxxxxx Wilmington Trust, National Association Global Capital Markets 000 Xxxx Xxxxxx, 00xx Xxxxx New York, New York 10172 Attention: Xxxxxxx Mezzanine Holdings, LLC Notes Administrator Re: 11.000% Senior Secured First Lien Notes due 2028 Reference is hereby made to the Indenture, dated as of October 8, 2024 (the “Indenture”), among Xxxxxxx Mezzanine Holdings, LLC, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and First Lien Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Beasley Broadcast Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 1107 of the Indenture, check the box below: o Section 4.10 o Section 4.15 1107 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 1107 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________ Your Signature: ___________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ____________________________ Signature Guarantee:* _________________________________ Signature Guarantee*: _______________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases or decreases in exchanges of a part of this Global Note for other Notes have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx*This schedule should be included only if the Note is issued in global form. Xxxxx 000 XxxxxxxEach of the undersigned Guarantors (which term includes any successor Person under the Indenture (as defined below)), Xxxxx 00000 Xxxxx Fargo Bankhas fully and unconditionally guaranteed, National Association 000 Xxxxxxxxx Xxxxxxto the extent set forth in Article Fifteen of the Sixth Supplemental Indenture (herein so called) dated as of February 28, 11th Floor MAC N-9311-115 Xxxxxxxxxxx2018, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022among Xxxxxxxxxxx International, CUSIP LLC (f/k/a Xxxxxxxxxxx International, Inc., a Delaware corporation), as issuer, the “Notes”) Reference is hereby made Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, to the Indenture, dated as of December 7June 18, 2012 2007, as previously amended and supplemented by (i) the Second Supplemental Indenture”), by dated as of February 26, 2009, (ii) the Fourth Supplemental Indenture, dated as of March 31, 2013, and among Era Group Inc.(iii) the Fifth Supplemental Indenture dated as of June 17, a Delaware corporation (the “Company”)2014, the Guarantors listed therein due and Xxxxx Fargo Bankpunctual payment of the principal of, National Association (and premium, if any, and interest on, the “Trustee”). Capitalized terms used but not defined herein shall have Issuer’s 9.875% Senior Notes due 2025 and all other amounts due and payable by the meanings given to them in Issuer under the Sixth Supplemental Indenture. ___________ (The obligations of the “Transferor”) owns Guarantors to the Holders of Notes and proposes to transfer the Note[s] or interest Trustee pursuant to the Guarantees and the Indenture are expressly set forth in such Note[s] specified in Annex A heretoArticle Fifteen of the Sixth Supplemental Indenture, in and reference is hereby made to the principal amount Sixth Supplemental Indenture for the precise terms of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (Guarantees and the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:conditions upon which they may be released.

Appears in 1 contract

Samples: Indenture (Weatherford International PLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. 00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.125% Senior Notes due 2022, 2023 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of May 10, 2011 (the “Base Indenture”), as supplemented by the Fifth Supplemental Indenture dated as of December 717, 2012 (the “Supplemental Indenture”), by and among Era Group Inc.CCO Holdings, a Delaware corporation LLC (the “Company”), CCO Holdings Capital Corp. (“Capital Corp” and, together with the Guarantors listed therein and Xxxxx Fargo BankCompany, National Association (the “TrusteeIssuers”), the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 4.12 or 4.15 4.17 of the Indenture, check the box below: o Section 4.10 o 4.12 ☐ Section 4.15 4.17 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 4.12 or Section 4.15 4.17 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: __________________$_____________________ Date: Your Signature: (Sign exactly as your name appears on the Note) 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. To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to and irrevocably appoint as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.SIGNATURE GUARANTEE: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. GameStop Corp. 000 Xxxx & Xxxxxxxx Xxxxxxx Xxxx. Xxxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Chief Financial Officer U.S. Bank National Association 0000 X. Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxx Telephone: 000.000.0000 Telecopier No.: 404.898.2467 Re: $200,000,000 7.7505.50% Senior Notes due 2022, CUSIP (the “Notes”) 2019 Reference is hereby made to the Indenture, dated as of December 7September 24, 2012 2014 (the “Indenture”), by and among Era Group Inc., a Delaware corporation GameStop Corp. (the “CompanyIssuer”), the Guarantors listed therein and Xxxxx Fargo BankU.S. Bank National Association, National Association (the “Trustee”)as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____________ in such Note[s] or interests (the “Transfer”), to __________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (GameStop Corp.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group * This schedule should be included only if the Note is issued in global form. Kodiak Gas Services, Inc. 00000 Xxxxxxx 000 Xxxx & Xxxxxxx Xxxx. X, Xxxxx 000 XxxxxxxMontgomery, Xxxxx 00000 Xxxxx Fargo BankTexas 77356 Attention: Chief Legal Officer U.S. Bank Trust Company, National Association 000 Xxxxxxxxx Xxxxxx00000 Xxxx Xxxx, 11th 8th Floor MAC N-9311-115 XxxxxxxxxxxDallas, Xxxxxxxxx 00000 Texas 75240 Attention: Era Group Kodiak Gas Services, Inc. Account Manager Administrator Re: $200,000,000 7.7507.250% Senior Notes due 2022, CUSIP (the “Notes”) 2029 Reference is hereby made to the Indenture, dated as of December 7February 2, 2012 2024 (the “Indenture”), by and among Era Group Inc.Kodiak Gas Services, LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), the Guarantors listed therein party thereto and Xxxxx Fargo BankU.S. Bank Trust Company, National Association (the “Trustee”)Association, as trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Kodiak Gas Services, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group 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 Custodian * This schedule should be included only if the Note is issued in global form. Team Health, Inc. c/o Team Health Holdings, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxxx Xxxxxx Xxx Xxxxx 000 XxxxxxxXxxxxxxxx, Xxxxx Xxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Chief Financial Officer With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx III Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx XxxxxxN.A. Corporate Trust – DAPS Reorg. 6th and Marquette Avenue, 11th 12th Floor MAC N-9311X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionPhone: Era Group Inc. Account Manager 0-000-000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7507.250% Senior Notes due 2022, CUSIP (the “Notes”) 2023 Reference is hereby made to the Indenture, dated as of December 7November 23, 2012 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among Era Group Team Health, Inc., a Delaware Tennessee corporation (the “CompanyIssuer”), the Guarantors listed therein (as defined therein) from time to time party thereto and Xxxxx Fargo Bank, National Association (the “Association, a national banking association, as Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Team Health Holdings Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _______________________________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderTrustee). The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx Xxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile No.: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate Trust Administration Re: $200,000,000 7.750CCO Holdings, LLC and CCO Holdings Capital Corp. ¨ 5.250% Senior Notes due 2022, 2021 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7May 10, 2012 2011 (the “Base Indenture”), as supplemented by and the Sixth Supplemental Indenture dated as of March 14, 2013 (the “Supplemental Indenture”), among Era Group Inc.CCO Holdings, a Delaware corporation LLC (the “Company”), CCO Holdings Capital Corp. (“Capital Corp” and, together with the Guarantors listed therein and Xxxxx Fargo BankCompany, National Association (the “TrusteeIssuers”), the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: ________________ 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 (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 * This schedule should be included only if the Note is issued in global form. Kraton Corporation 00000 Xxxx & X. Xxxxxxx Xxxx. Xxxxx 000 XxxxxxxBoulevard, Xxxxx 00000 Suite 300 Houston, Texas 77032 Facsimile: (000) 000-0000 Attention: General Counsel Xxxxx Fargo Bank, National Association Corporate Trust – DAPS REORG 000 Xxxxxxxxx XxxxxxXxxxxx Xxxxxx Xxxxx, 11th Floor 0xx Xxxxx MAC N-9311X0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionFacsimile: Era Group Inc. Account Manager (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7504.25% Senior Notes due 2022, CUSIP (the “Notes”) 2025 Reference is hereby made to the Indenture, dated as of December 721, 2012 2020 (the “Indenture”), by and among Era Group Inc.Kraton Polymers LLC, a Delaware corporation (the “Company”)Kraton Polymers Capital Corporation, the Subsidiary Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the “Association, as Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Kraton Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 4.11 or 4.15 4.17 of the Supplemental Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 4.11 or Section 4.15 4.17 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: Date:_____________ Your Signature:_______________________________ (Sign exactly as your name appears on the face of this Note) 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 INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, 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 Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks1 Include only on Global Note. LAREDO PETROLEUM, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holderINC. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 00 Xxxx & Xxxxxxx Xxxx. Xxxxx Xxxxxx Xxxxx 000 XxxxxxxXxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Chief Financial Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION 000 X. Xxxxx Xxxx Xxxxx, Suite 1750 MAC: X0000-000 Xxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311Facsimile: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Corporate, Municipal & Escrow Services Re: $200,000,000 7.750% 7⅜% Senior Notes due 2022, CUSIP (the “Notes”) 2022 Reference is hereby made to the Indenture, dated as of December 7April 27, 2012 (the “Indenture”)2012, by and among Era Group Laredo Petroleum, Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”), as supplemented by the Amended & Restated Supplemental Indenture, dated as of June 24, 2014 (the “Indenture”), among the Company, the Guarantors and the Trustee. 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (Laredo Petroleum, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o / / Section 4.10 o / / Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your Signature: ______________________$---------- Date:_________________ Your Signature: ----------------------------------- (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s. (Participant in a Recognized Signature Guarantee Medallion Program) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unionsSCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Era Group ---------- (1) Insert this table only in a Global Note. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Six Flags, Inc. 000 Xxxx & Xxxxxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx Xxx Xxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager [Registrar address block] Re: $200,000,000 7.7508-7/8% Senior Notes due 2022, CUSIP (the “Notes”) Due 2010 Reference is hereby made to the Indenture, dated as of December 7February 11, 2012 2002 (the “Indenture”"INDENTURE"), by and among Era Group between Six Flags, Inc., a Delaware corporation as issuer (the “Company”"COMPANY"), the Guarantors listed therein and Xxxxx Fargo BankThe Bank of New York, National Association (the “Trustee”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ _________, (the “Transferor”"TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $__________ in such Note[s] or interests (the “Transfer”"TRANSFER"), to ______________ (the “Transferee”"TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Six Flags Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 4.13 of the Indenture, check the appropriate box below: o [ ] Section 4.10 o [ ] Section 4.15 4.13 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.13 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). The initial outstanding principal amount of this Note) Tax Identification No.: Global Note is $_________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 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 Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. Xxxxxx Xxxxxxxxxxx Xxxxxx Xxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 PA 19424 Fax: (000) 000-0000 Attn: Treasurer Xxxxx Fargo Bank, National Association – DAPS REORG 000 Xxxxxxxxx Xxxxxx, 11th Floor Xxxxx Xxxxxx Xxxxxx 0xx Xxxxx – MAC N-9311X 0000-115 000 Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionFax: Era Group Inc. Account Manager Re(000) 000-0000 Attn: $200,000,000 7.750% Senior Notes due 2022, CUSIP Corporate Trust Services – Unisys Administrator Phone: (the “Notes”000) 000-0000 E-mail: XXXXXXXXX@XxxxxXxxxx.xxx Reference is hereby made to the Indenture, dated as of December 7October 29, 2012 2020 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”)Xxxxxx Xxxxxxxxxxx, the Subsidiary Guarantors listed therein named therein, the Trustee and Xxxxx Fargo Bank, National Association (the Collateral Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Unisys Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 (Asset Sales) or 4.15 4.14 (Change of Control) of the Indenture, as applicable, check the box below: o ¨ Section 4.10 o ¨ Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, as applicable, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: ___________________ Your Signature: Tax Identification No.: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Arrow Bidco, LLC 9000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Attention: Hxxxx X. Xxxxx DB Services Americas, Inc. 5000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 XXX Attention: Transfer Department Re: Arrow Bidco, LLC 10.75% Senior Secured Note due 2025 CUSIP # [042728 AB1]/[U0424N AB0] Reference is hereby made to that certain Indenture, dated November 1, 2023 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Arrow Bidco, LLC (the “Company”), the Guarantors party thereto, the Trustee and the Collateral Agent. Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. __________________________ (Sign exactly as your name appears on the face “Transferor”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein in the principal amount of this Note) Tax Identification No.: $__________________ in such Note[s] held in (check applicable space) __________________ book-entry or _____________ definitive form by the undersigned. The Transferor ___________________ Signature Guarantee*: _____________________________ * Signature(s(check one (1) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership box below): ¨ hereby requests the Registrar to deliver in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and exchange for its beneficial interest in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxxheld by the Depositary a Note or Notes in definitive, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made registered form of authorized denominations and an aggregate principal amount equal to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests (the “Transfer”), Notes to ______________ (the “Transferee”transferee), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor hereby certifies thatconfirms that such Notes are being transferred in accordance with its terms:

Appears in 1 contract

Samples: Indenture (Target Hospitality Corp.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 or 4.15 4.14 of the Indenture, check the box below: o [ ] Section 4.10 o Section 4.15 4.14 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: Your SignatureDate: _______________________________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution Participant in a recognized Signature Guarantee Medallion Program (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved or other signature guarantee medallion program pursuant guarantor acceptable to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name Trustee). The initial outstanding principal amount of the registered holderthis Global Note is $__________. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note Note, have been made: Era Group Inc. 000 Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. Xxxxxxx Finance LLC Xxxxxxx Finance Co. c/o Nielsen Holdings plc 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Fax No.: 000-000-0000 Attention: General Counsel Deutsche Bank Trust Company Americas Trust and Agency Services 00 Xxxx Xxxxxx, 11th Floor MAC N-931100xx Xxxxx XX: NYC60-115 Xxxxxxxxxxx2405 Xxx Xxxx, Xxxxxxxxx XX 00000 Fax No.: 000-000-0000 Attention: Era Group Inc. Account Manager ReCorporate Team/ Xxxxxxx Finance LLC and Xxxxxxx Finance Co. Deal ID: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) SF3102 Reference is hereby made to the Indenture, dated as of December 7September 24, 2012 2020 (the “Indenture”), by and among Era Group Inc.Xxxxxxx Finance LLC, a Delaware corporation (the “Company”)Xxxxxxx Finance Co., the Guarantors listed named therein and Xxxxx Fargo Bank, National Association (the Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ $ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Nielsen Holdings PLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or 4.15 4.16 of the Supplemental Indenture, check the appropriate box below: o ¨ Section 4.10 o 4.11 ¨ Section 4.15 4.16 If you want to elect to have only part of this the Note purchased by the Company Issuers pursuant to Section 4.10 4.11 or Section 4.15 4.16 of the Supplemental Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ Dated: _______________________ Date:____________________ Your Signature: :_____________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________________________________ Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be delivered, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Era Group Inc. Account Manager Re: $200,000,000 7.750% Senior Notes due 2022, CUSIP (the “Notes”) Reference is hereby made to the Indenture, dated as of December 7, 2012 (the “Indenture”), by and among Era Group Inc., a Delaware corporation (the “Company”), the Guarantors listed therein and Xxxxx Fargo Bank, National Association (the “Trustee”). 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 Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_________ in such Note[s] or interests (the “Transfer”), to ______________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the “Transferee”Trustee). The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, as further specified or exchanges of a part of another Global Note or Definitive Note for an interest in Annex A hereto. In connection with the Transferthis Global Note, the Transferor hereby certifies that:have been made: Date of Exchange Amount ofdecrease inPrincipal Amount of this Global Note Amount ofincrease inPrincipal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature ofauthorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. c/o Charter Communications, Inc. 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: CCO Holdings, LLC and CCO Holdings Capital Corp.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: o ¨ Section 4.10 o ¨ Section 4.15 If you want to elect to have only part of this the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Soc. Sec. or Tax Identification No.: _________________________________ Signature Guarantee*: _____________________________ * Signature(s) (Signature must be guaranteed by an eligible Guarantor Institution a financial institution that is a member of the Securities Transfer Agent Medallion Program (banks“STAMP”), stock brokersthe Stock Exchange Medallion Program (“SEMP”), savings and loan associations and credit unionsthe New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) with membership in an approved or such other signature guarantee medallion program pursuant to as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredAct of 1934, other than to and as amended.) Date of Exchange, Etc. Amount of decrease in the name Principal Amount of the registered holder. The following increases or decreases in this Global Note have been made: Era Group Inc. 000 Xxxx & Xxxxxxx XxxxAmount 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 4 This should be included only if the Note is issued in global form. Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association Association, as Trustee and Registrar – DAPS Reorg MAC N9303-121 000 Xxxxxxxxx Xxxxxx, 11th Floor MAC N-9311-115 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx XX 00000 AttentionTelephone No.: Era Group Inc. Account Manager (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: $200,000,000 7.7505.875% Senior Notes due 20222020 of Xxxxxxxx Offshore Services, CUSIP (the “Notes”) Inc. Reference is hereby made to the Indenture, dated as of December 7March 16, 2012 (the “Indenture”), by and among Era Group Inc.Xxxxxxxx Offshore Services, a Delaware corporation Inc. (the “Company”), the Guarantors listed therein guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ This letter relates to $ principal amount of Notes which are evidenced by one or more Restricted Global Notes and held with the Depository in the name of (the “Transferor”) owns and proposes to ). The Transferor has requested a transfer the Note[s] or of such beneficial interest in such Note[s] specified in Annex A hereto, the Notes to a Person who will take delivery thereof in the form of an equal principal amount of $_________ in Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such Note[s] or interests (transfer, is to be held with the “Transfer”), to ______________ (the “Transferee”), as further specified in Annex A heretoDepository. In connection with the Transfersuch request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions set forth in the legend in Section 2.06(f)(i) of the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (Hornbeck Offshore Services Inc /La)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company Issuer pursuant to Section Sections 4.10 (Asset Sale) or 4.15 4.14 (Change of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.15 4.14 If you want to elect to have only part of this the Note purchased by the Company Issuer pursuant to Section 4.10 or Section 4.15 4.14 of the Indenture, state the amount (must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) you elect to have purchased: $ DatedDate: Your Signature: _______________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.Signature guarantee: _________________________________ (Signature Guarantee*: _____________________________ * Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership a participant in an approved a recognized signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15 Notes are to be deliveredprogram) Xxxx Xxxxxx Holdings Corp. 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx Xxxx, other than to and in the name of the registered holder. The following increases or decreases in this Global Note have been madeXX 00000 Email: Era Group Inc. 000 Xxxx & Xxxxxxx Xxxx. Xxxxx 000 xxxxxxxx@xxxxxxxxxx.xxx Attention: Xxx Xxxxxxx, Xxxxx 00000 Xxxxx Fargo BankChief Executive Officer and Xxxx Xxxxxxx, General Counsel U.S. Bank National Association 000 Xxxxxxxxx Xxxxxx00 Xxxxxxxxxx Xxxxxx St. Xxxx, 11th Floor MAC N-9311MN 55107 Facsimile: (000) 000-115 Xxxxxxxxxxx, Xxxxxxxxx 00000 0000 Attention: Era Group Inc. Account Manager Xxxxxxx X. Xxxxxxxxxx Re: $200,000,000 7.750Xxxx Xxxxxx Holdings Corp. 9.25% Senior Secured Notes due 2022, CUSIP (the “Notes”) 2020 Reference is hereby made to the Indenturethat certain Indenture dated June 18, dated as of December 7, 2012 2013 (the “Indenture”), by and ) among Era Group Inc., a Delaware corporation Xxxx Xxxxxx Holdings Corp. (the “CompanyIssuer”), the Guarantors listed therein guarantors party thereto and Xxxxx Fargo BankU.S. Bank National Association, National Association as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them set forth in the Indenture. ___________ This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the “Transferor”undersigned. The undersigned (transferor) owns (check one box below): ¨ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and proposes an aggregate principal amount equal to transfer the Note[s] or its beneficial interest in such Note[s] specified in Annex A heretoGlobal Note (or the portion thereof indicated above), in accordance with Section 2.6 of the principal amount Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of $_________ in such Note[s] a Note or interests Notes to (the “Transfer”transferee), to ______________ (the “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the TransferNotes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the Transferor hereby certifies thatundersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Jack Cooper Logistics, LLC)

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