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 Security purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").

Appears in 2 contracts

Samples: Indenture (Dex Media International Inc), Indenture (Dex Media Inc)

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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Debenture purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 8.8 or 4.08 (Change of Control) Section 8.9 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 8.8 ¨ Section 8.9 If you want to elect to have only part of this Security the Debenture purchased by the Issuers Issuer pursuant to Section 4.06 8.8 or 4.08 Section 8.9 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Debenture) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]Debenture Trustees). The following increases or decreases in exchanges of a part of the Debentures represented by this Global Security Certificate for an interest in Debentures represented by another Global Certificate or for a Debenture represented by a definitive certificate, or exchanges of a part of Debentures represented by another Global Certificate or Debenture represented by a definitive certificate for an interest in Debentures represented by this Global Certificate, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Certificate Amount of increase in Principal Amount of this Global Certificate Principal Amount of this Global Certificate following such decrease (this "Supplemental or increase) Signature of authorized officer of Debenture Trustee or Custodian * This schedule should be included only if the Debenture is issued in global form. To: [ ], as registrar and transfer agent for securities of YPG Financing Inc. Montreal, Québec Re: Senior Subordinated Exchangeable Debentures (the “Debentures”) Reference is hereby made to the Indenture") , dated as of , among [GUARANTOR[ ] (the "New Guarantor"“Indenture”), a subsidiary among YPG Financing Inc., the Guarantors named therein and the Debenture Trustees. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns Debenture[s] evidenced by certificate number or interest in such Debenture[s] in the principal amount of DEX MEDIA EAST LLC(or its successor$ and proposes to transfer $ in principal amount of such Debenture[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together . In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 2 contracts

Samples: Trust Indenture (Wall2wall Media Inc.), Trust Indenture (Wall2wall Media Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Backstop Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) 4.09 or 4.08 (Change of Control) 4.11 of the Indenture, check the box: Asset Disposition [ ] Change o If the purchase is in part, indicate the portion (in denominations of Control [ ] If you want to elect to have only part $2,000 or any integral multiple of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple in excess thereof): $ Date) to be purchased: Your Signature: ------------------- ---------------------------- ​ ​ (Sign exactly as your name appears on the other side of the Securitythis Backstop Note) Signature GuaranteeDate: ------------------------------------------------- Signature must be guaranteed by ​ ​ Certifying Signature: ​ ​ ​ ​ ​ The following exchanges of a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Security Note, have been made: EXHIBIT C [​ ​ ​ ​ ​ ​ ​ ​ FORM OF SUPPLEMENTAL INDENTURETRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE25 (Transfers pursuant to § 2.06(b)(ii) of the Indenture) U.S. Bank Trust Company, National Association U.S. Bank Global Corporate Trust Services 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55017 EP-MN-WS3C Attention: Transfer Agent Re: [Class A Notes] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") [Class B Notes] [Backstop Notes] Reference is hereby made to the Indenture dated as of February 22, 2023 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among NCL Corporation Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors, and U.S. Bank Trust Company, National Association, as Trustee and as Security Agent. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $____________ aggregate principal amount of [GUARANTORClass A Notes] [Class B Notes] [Backstop Notes] that are held as a beneficial interest in the form of a Restricted Global Note (CUSIP No.: [●]26; ISIN No: [●]27) with DTC in the name of [name of transferor] (the "New Guarantor"“Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Global Note (CUSIP No.: [●]28; ISIN No: [●]29). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")Class A Notes] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").[Class B Notes] [Backstop Notes] and:

Appears in 2 contracts

Samples: Second Supplemental Indenture (Norwegian Cruise Line Holdings Ltd.), Second Supplemental Indenture (NCL CORP Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases 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 Security 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 signatory of Trustee or Custodian EXHIBIT C B [FORM OF SUPPLEMENTAL INDENTURECompany address block] SUPPLEMENTAL INDENTURE (this "Supplemental [Registrar address block] Re: 7.000% Senior Notes due 2029 Reference is hereby made to the Indenture") , dated as of February 2, 2021 (the “Indenture”), among [GUARANTOR] Viking Cruises Ltd, as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and The Bank of DEX MEDIA EAST LLC(or its successorNew York Mellon Trust Company, 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”), a Delaware limited liability company to ___________________________ (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURECompany address block] SUPPLEMENTAL INDENTURE (this "Supplemental [Registrar address block] Re: 5.875% Senior Notes due 2027 Reference is hereby made to the Indenture") , dated as of September 20, 2017 (the “Indenture”), among [GUARANTOR] Viking Cruises Ltd, as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and The Bank of DEX MEDIA EAST LLC(or its successorNew York Mellon Trust Company, 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”), a Delaware limited liability company to ___________________________ (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _______________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C 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 [FORM OF SUPPLEMENTAL INDENTUREIssuer address block] SUPPLEMENTAL INDENTURE (this "Supplemental [Registrar address block] Re: 5.625% Senior Secured Notes due 2029 Reference is hereby made to the Indenture") , dated as of February 2, 2021 (the “Indenture”), among [GUARANTOR] Viking Ocean Cruises Ship VII Ltd (the "New Guarantor"“Issuer”), a subsidiary of DEX MEDIA EAST LLC(or its successorViking Cruises Ltd (the “Company”), a Delaware limited liability company The Bank of New York Mellon Trust Company, N.A., as trustee, and the Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the "Company"“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”), DEX MEDIA EAST FINANCE CO.to ___________________________ (the “Transferee”), a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _______________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM 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. No. ___ $____________ promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS on February 15, 2029. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: _______________ VIKING OCEAN CRUISES SHIP VII LTD By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture"AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) dated as of OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, among [GUARANTOR] AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the "New Guarantor"1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF VIKING CRUISES LTD. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE 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 (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO 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), a Delaware limited liability company 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. THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (the "Company"THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), DEX MEDIA EAST FINANCE CO.TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, a Delaware corporation ("Dex Media East Finance"D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, and together with the CompanySUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, the "Issuers"AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PURSUANT TO THE INDENTURE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE ACQUIRER ALSO REPRESENTS THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), LCI INTERNATIONAL(B) PLANS, INC.INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE CODE OR TO PROVISIONS UNDER APPLICABLE STATE, a Delaware corporation FEDERAL, LOCAL OR NON-US LAWS OR REGULATIONS SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("LCI"“SIMILAR LAW”) AND (C) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW), [OTHER EXISTING GUARANTORS ) OR (together with LCI, II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAW. Capitalized terms used herein have the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under meanings assigned to them in the indenture Indenture referred to below (the "Trustee")unless otherwise indicated.

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 Security Note purchased by the Issuers Company pursuant to Section 4.06 4.17 (Asset Disposition) or 4.08 (“Offer to Repurchase Upon Change of Control” or Section 4.18 (“Asset Sales”) of the Indenture, check the boxappropriate box below: Asset Disposition [ ] q Section 4.17 (“Offer to Repurchase Upon Change of Control [ ] Control”) q Section 4.18 (“Asset Sales”) If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.17 (“Offer to Repurchase Upon Change of Control”) or 4.08 Section 4.18 (“Asset Sales”) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] 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 * This schedule should be included only if the Note is issued in global form. SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") ”), dated as of , 20 , among [GUARANTOR] (the "New Guarantor"“Guaranteeing Subsidiary”), a subsidiary of DEX MEDIA EAST LLC(or Offshore Group Investment Limited(or its permitted successor), a Delaware limited liability Cayman Islands exempted company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation the other Guarantors ("Dex Media East Finance", and together with as defined in the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] Indenture referred to herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking associationBank National Association, as trustee Trustee under the indenture Indenture referred to below (the "Trustee").

Appears in 2 contracts

Samples: Indenture (Vantage Drilling International), Indenture (Vantage International Management Pte Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: ___________________________________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Innophos, Inc. 000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 Wachovia Bank, National Association Corporate Trust-NY 4040 Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Re: 8.875% Senior Subordinated Notes due 2014 Reference is hereby made to the Indenture") , dated as of August 13, 2004 (the “Indenture”), among [GUARANTOR] Innophos, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Wachovia Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 2 contracts

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

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM * This schedule should be included only if the Note is issued in global form. No. ___ $__________ promises to pay to _______________ or registered assigns, the principal sum of __________________________________________________________ DOLLARS on February 15, 2029. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: _______________ VIKING CRUISES LTD By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture"AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) dated as of OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, among [GUARANTOR] AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the "New Guarantor"1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF VIKING CRUISES LTD. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE 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 (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO 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), a Delaware limited liability company 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. THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (the "Company"THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), DEX MEDIA EAST FINANCE CO.TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, a Delaware corporation ("Dex Media East Finance"D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, and together with the CompanySUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, the "Issuers"AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PURSUANT TO THE INDENTURE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE ACQUIRER ALSO REPRESENTS THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), LCI INTERNATIONAL(B) PLANS, INC.INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE CODE OR TO PROVISIONS UNDER APPLICABLE STATE, a Delaware corporation FEDERAL, LOCAL OR NON-US LAWS OR REGULATIONS SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("LCI"“SIMILAR LAW”) AND (C) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW), [OTHER EXISTING GUARANTORS ) OR (together with LCI, II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAW. Capitalized terms used herein have the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under meanings assigned to them in the indenture Indenture referred to below (the "Trustee")unless otherwise indicated.

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 Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _______________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.:________________________________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C 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 * This schedule should be included only if the Note is issued in global form. [FORM Face of Regulation S Temporary Global Note] No. ___ $____________ promises to pay to or registered assigns, the principal sum of __________________________________________________________ DOLLARS on February 15, 2015. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: __________, 200_ AEROFLEX INCORPORATED By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL NEW YORK MELLON, as Trustee By: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture"AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) dated as of OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, among [GUARANTOR] AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the "New Guarantor"1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE 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 (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO 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), a Delaware limited liability company (the "Company")ANY TRANSFER, DEX MEDIA EAST FINANCE PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., a Delaware corporation HAS AN INTEREST HEREIN. “THE SECURITY ("Dex Media East Finance"OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, and together with the Company, the "Issuers"AS AMENDED (THE “SECURITIES ACT”), LCI INTERNATIONALAND MAY NOT BE OFFERED, INC.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, a Delaware corporation PLEDGED OR OTHERWISE TRANSFERRED ONLY ("LCI"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) OF 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 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY 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 COMPANY SO REQUESTS), (2) TO THE COMPANY 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 EXISTING GUARANTORS APPLICABLE JURISDICTION AND (together with LCIB) 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 "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under meanings assigned to them in the indenture Indenture referred to below (the "Trustee")unless otherwise indicated.

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 Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount (in minimum denominations of $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof): $ ) you elect to have purchased: Date: $ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE* The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Tesoro Logistics XX Xxxxxx Logistics Finance Corp. 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000-0000 U.S. Bank National Association 000 Xxxxxxxx Xxxxxx Suite 550 Detroit, Michigan 48226 Re: 5.875% Senior Notes due 2020 Reference is hereby made to the Indenture") , dated as of September 14, 2012 (the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor)Tesoro Logistics LP, a Delaware limited liability company partnership (the "Company"“TLLP”), DEX MEDIA EAST FINANCE CO.and Tesoro Logistics Finance Corp., a Delaware corporation ("Dex Media East Finance"“Finance Corp.” and, and together with the CompanyTLLP, the "Issuers"), LCI INTERNATIONALthe Guarantors party thereto and U.S. Bank National Association, INC.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, a Delaware corporation in the principal amount of $ in such Note[s] or interests ("LCI"the “Transfer”), [OTHER EXISTING GUARANTORS to (together the “Transferee”), as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Tesoro Corp /New/), Indenture (Tesoro Logistics Lp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental * This schedule should be included only if the Note is issued in global form. Clear Channel International X.X. Xxxxxxxxxxxxxxxxx 000 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx Attention: Xxxxx X. Xxxx U.S. Bank National Association 00000 Xxxx Xxxx, Suite 800 Dallas, Texas 75240 Attention: Clear Channel Administrator Re: 8.75% Senior Notes due 2020 Reference is hereby made to the Indenture") , dated as of December 16, 2015 (the “Indenture”), among [GUARANTOR] the Issuer, the guarantors party thereto and the Trustee, Paying Agent, Registrar and Transfer Agent, under which the Notes have been issued. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE SunOpta Foods Inc. 0000 Xxxx Xxxx Xxxxx, XX 00000 Fax No.: (this "Supplemental 000) 000-0000 Attention: General Counsel U.S. Bank National Association Global Corporate Trust Services 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Fax No.: 000-000-0000 Attention: Global Corporate Trust Services Reference is hereby made to the Senior Secured Second Lien Notes Indenture") , dated as of October 20, 2016 (the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor)SunOpta Foods Inc., a Delaware limited liability company Corporation (the "Company"“Issuer”), DEX MEDIA EAST FINANCE CO.the Guarantors party thereto, a Delaware corporation the Trustee and the Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ("Dex Media East Finance"the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, and together 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 CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (SunOpta Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have all of this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.12 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] If you want to elect wish to have only part all of this Security Note purchased by the Issuers Company pursuant to Section 4.06 4.13 of the Indenture, check the box: ☐ If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or 4.08 Section 4.13 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ in original principal amount) below: U.S.$ . Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Signature Guarantee: ------------------------------------------------- Signature Guarantee:4 4 Signatures must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature an “eligible guarantor acceptable to institution” meeting the requirements of the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount , which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of this Global Security is $[ ]1934, as amended. The following increases or and decreases in this Global Security Note have been made: EXHIBIT C [FORM Include if Note is a U.S. Global Note, or a Note issued in exchange therefor, as required under the Indenture: THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 1933, AS AMENDED (this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "New Guarantor"THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE REOFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY OR ANY SUBSIDIARY THAT (A) THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM 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, (II) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (IV) TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE COMPANY.] [Include if Note is an Offshore Global Note, or a subsidiary of DEX MEDIA EAST LLC(or its successorNote issued in exchange therefor, in accordance with the Indenture: “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.”] UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (“DTC”), TO THE ISSUER NAMED HEREIN (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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF. The Bank of New York Mellon 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: International Corporate Trust Re: COSAN LUXEMBOURG S.A., a Delaware public limited liability company (société anonyme) incorporated and existing under the "laws of the Grand Duchy of Luxembourg, having its registered office at 0, xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 175.646 (the “Company"”) Ladies and Gentlemen: Reference is hereby made to the indenture dated as of June 27, 2023 (the “Indenture”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with among the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] Cosan S.A. and U.S. BANK NATIONAL ASSOCIATION, a national banking associationThe Bank of New York Mellon, as trustee (the “Trustee”), paying agent, registrar and transfer agent. Terms are used in this Certificate shall have the meanings set forth in the Indenture or Regulation S (“Regulation S”) under the indenture referred to below Securities Act of 1933, as amended (the "Trustee"“Securities Act”), except as otherwise stated herein.

Appears in 1 contract

Samples: Indenture (Cosan S.A.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 3.7 or 4.08 (Change of Control) 3.9 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 3.7 or 4.08 3.9 of the Indenture, state the amount in principal amount ($must be in denominations of €100,000 or integral multiples of €1,000 or an integral multiple in excess thereof): $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Signature Guarantee: ------------------------------------------------- (Signature must be guaranteed) The signature(s) should be guaranteed by a participant an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in a recognized an approved signature guaranty guarantee medallion program or other signature guarantor acceptable program), pursuant to SEC Rule 17Ad-15. Axalta Coating Systems Dutch Holding B B.V. c/o Axalta Coating Systems Two Commerce Square 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Facsimile: +00 00 0000 0000 Attention: Agency & Trust Reference is hereby made to the Indenture, dated as of September 27, 2016 (the “Indenture”), among Axalta Coating Systems Dutch Holding B B.V., a private company with limited liability incorporated and organized under the laws of the Netherlands (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages thereto, Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), Citigroup Global Markets Deutschland AG, as registrar, and Citibank N.A., London Branch, as a paying agent and authenticating agent. [TO BE ATTACHED TO GLOBAL SECURITIESCapitalized 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] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial or interest in such Note[s] specified in Annex A hereto, in the principal amount of this Global Security is $[ ]. The following increases € in such Note[s] or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] interests (the "New Guarantor"“Transfer”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.12 or 4.08 (Change of Control) 4.17 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.12 ☐ Section 4.17 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.12 or 4.08 Section 4.17 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Soc. Sec. or Tax Identification No.: Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable EXHIBIT B-1 The Bank of New York Mellon, London Branch, as Trustee One Canada Square London E14 5AL United Kingdom Attention: Manager Corporate Trust Services Re: First Lien Senior Secured Notes due 2023 of CGG Holding (U.S.) Inc. Reference is hereby made to the Indenture, dated as of [●], 2018 (the “Indenture”), among CGG Holding (U.S.) Inc. (the “Company”), any guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ principal amount of this Notes which are evidenced by one or more (i) Rule 144A Global Security is $[ ]Notes and held with the Common Depositary, (ii) IAI Global Notes and held with the Common Depositary or (iii) Section 1145 Global Notes and held with the Common Depositary, in each case in the name of (the “Transferor”). The following increases Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or decreases more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depository. In connection with such request and in this respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as of , among [GUARANTOR] amended (the "New Guarantor"“Securities Act”), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (and accordingly the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (CGG Marine B.V.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 10.11 or 4.08 (Change of Control) 10.16 of the Supplemental Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 10.11 or 4.08 Section 10.16 of the Supplemental Indenture, state the amount you elect to have purchased (must be $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000): $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of March 23, 2010 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [FORM NAME OF SUPPLEMENTAL INDENTUREGUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") ”), dated as of , 20 , among [GUARANTOR] (the "New Guarantor"), ”) (a subsidiary of DEX MEDIA EAST LLC(or Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited liability company partnership (the "Company"“Suburban Propane”), DEX MEDIA EAST FINANCE CO.Suburban Energy Finance Corp., a Delaware corporation ("Dex Media East Finance", “Finance Corp.” and together with the CompanySuburban Propane, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationThe Bank of New York Mellon, as trustee under the indenture Indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: First Supplemental Indenture (Suburban Propane Partners Lp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] o Section 4.10 o Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Dateyou elect to have purchased: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIESTo be inserted for Rule 144A Global Note] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURETo be inserted for Regulation S Global Note] SUPPLEMENTAL INDENTURE The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made: Brown Shoe Company, Inc. 8000 Xxxxxxxx Xxxxxx St. Louis, Missouri 63105 Facsimile: (this "Supplemental 000) 000-0000 Attention: Chief Financial Officer Wxxxx Fargo Bank, National Association 600 Xxxxxx Xxxxxx Xxxxx, X0000-000 Minneapolis, Minnesota 55479 Attention: Corporate Trust Operations Email: DXXXXxxxx@xxxxxxxxxx.xxx Re: 7⅛% Senior Notes due 2019 Reference is hereby made to the Indenture") , dated as of May 11, 2011 (the “Indenture”), among [GUARANTOR] Brown Shoe Company, Inc., a New York corporation (the "New Guarantor"“Company”), a subsidiary the Guarantors, and Wxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of DEX MEDIA EAST LLC(or its successor$___________ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to ___________________________ (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Brown Shoe Co Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]). The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized signatory of Trustee or Custodian Kellwood Company 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 Xxxxx Fargo Bank National Association 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Corporate Trust Services Re: 12 7/8% Second-Priority Senior Secured PIK Notes due 2014 Reference is hereby made to the Indenture") , dated as of July 23, among [GUARANTOR] 2009 (the "New Guarantor"“Indenture”), a subsidiary of DEX MEDIA EAST LLC(or its successor)by and among Kellwood Company, a Delaware limited liability company corporation, as issuer (the "Company"), DEX MEDIA EAST FINANCE CO.the Guarantors from time to time party thereto and Xxxxx Fargo Bank National Association, a Delaware corporation as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , ("Dex Media East Finance"the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, and together 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 CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Apparel Holding Corp.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Series B Cash Pay Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] o Section 4.10 o Section 4.14 If you want to elect to have only part of this Security Series B Cash Pay Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount (you elect to have purchased: $1,000 or an integral multiple thereof): $ _______________ Date: Your Signature: ------------------- ---------------------------- _____________________ (Sign exactly as your name appears on the other side face of the Securitythis Series B Cash Pay Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE1 The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C 1 This schedule should be included only if the Series B Cash Pay Note is issued in global form. [FORM OF SUPPLEMENTAL INDENTUREInsert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] SUPPLEMENTAL INDENTURE (this "Supplemental [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture") dated as ] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Tax Legend, among if applicable, pursuant to the provisions of the Indenture] No.___ [GUARANTOR$______________] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE promise to pay to CEDE & CO., a Delaware corporation ("Dex Media East Finance", and together with the Company. or registered assigns, the "Issuers")principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United States Dollars] on November 1, LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI2016. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 ___________________________ 1 Rule 144A Note CUSIP: 882330 AB9 Rule 144A Note ISIN: US882330AB90 Regulation S Note CUSIP: U88235 AD5 Regulation S Note ISIN: USU88235AD59 I N WITNESS HEREOF, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATIONIssuer has caused this instrument to be duly executed. Dated: _____________, a national banking association, as trustee under 20__ By: Name: Title: By: Name: Title: This is one of the indenture Toggle Notes referred to in the within-mentioned Indenture: By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below (the "Trustee")unless otherwise indicated.

Appears in 1 contract

Samples: First Supplemental Indenture (Energy Future Holdings Corp /TX/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.17 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] oSection 4.10 oSection 4.16 oSection 4.17 oSection 4.18 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.16, 4.17 or 4.18 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Signature GuaranteeTax Identification No.: ------------------------------------------------- Signature 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. The following exchanges of a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Britannia Bulk Plc Xxxxx House 00-00 Xxxxx Xxxxx London EC3A 7LP United Kingdom Attention: Chief Financial Officer Wilmington Trust Company Xxxxxx Square North 0000 X. Xxxxxx Xxxxxx Wilmington, Delaware 19890 Fax No.: +0 000 000 0000 Attention: Corporate Trust Administration/Britannia Bulk Re: Britannia Bulk Plc 11% Senior Secured Notes due 2011 Reference is hereby made to the Indenture") , dated as of November 16, among [GUARANTOR] 2006 (the "New Guarantor"“Indenture”), a subsidiary of DEX MEDIA EAST LLC(or its successorbetween Britannia Bulk Plc, as issuer (the “Company”), a Delaware limited liability company and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "Company"“Transferor”), DEX MEDIA EAST FINANCE CO.owns and proposes to transfer the Note[s] or interest in such in such Note[s] specified in Annex A hereto, a Delaware corporation in the principal amount of $ in such Note[s] or interests ("Dex Media East Finance"the “Transfer”), and together to (the “Transferee”), as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Inspecciones Maritimas S.A)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 3.8 or 4.08 (Change of Control) Section 3.11 of the Indenture, check the either box: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.06 3.8 or 4.08 Section 3.11 of the Indenture, state the principal amount ($1,000 or which must be an integral multiple thereof): of $1,000) that you want to have purchased by the Company: $ Date: Your Signature: ------------------- Signature ---------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Signature Guarantee: ------------------------------------------------- --------------------------------------- (Signature must be guaranteed) The signature(s) should be guaranteed by a participant an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in a recognized an approved signature guaranty guarantee medallion program or other signature guarantor acceptable program), pursuant to the TrusteeExchange Act Rule 17Ad-15. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [B FORM OF SUPPLEMENTAL INDENTURETRANSFER CERTIFICATE FOR TRANSFER TO QIB [Date] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as The Bank of New York Corporate Trust Administration 101 Barclay Street New York, among [GUARANTOR] NY 10286 Re: 8 3/8% Senixx Xxxxxxxxxxxx Xxxxx Due 2012 (the "New GuarantorNotes")) of JLG Industries, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company Inc. (the "Company") Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 17, 2002 (as amended and supplemented from time to time, the "Indenture"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with between the Company, the Note Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $___________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note beneficially owned by] the undersigned (the "IssuersTransferor") to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), LCI INTERNATIONALto a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, INC.and the transferee, as well as any such account, is a Delaware corporation "qualified institutional buyer" within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ---------------------------- ------------------------------ Authorized Signature EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S [Date] The Bank of New York Corporate Trust Administration 101 Barclay Street New York, NY 10286 Re: 8 3/8% Senixx Xxxxxxxxxxxx Xxxxx Due 2012 (the "LCINotes") of JLG Industries, Inc. (the "Company") Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 17, 2002 (as amended and supplemented from time to time, the "Indenture"), [OTHER EXISTING GUARANTORS (together with LCIbetween the Company, the Note Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. In connection with our proposed sale of $________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note beneficially owned by] the undersigned ("Existing GuarantorsTransferor")] , we confirm that such sale has been effected pursuant to and U.S. BANK NATIONAL ASSOCIATION, a national banking associationin accordance with Regulation S under the Securities Act of 1933, as trustee under the indenture referred to below amended (the "TrusteeSecurities Act")., and, accordingly, we represent that:

Appears in 1 contract

Samples: Indenture (Access Financial Solutions Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want wish to elect to have all or any portion of this Security Note purchased by the Issuers Company pursuant to Section 4.06 4.7 (Asset Disposition) or 4.08 (Change of ControlControl Offer”) of the Indenture, check the boxapplicable boxes in whole ¨ in part ¨ Amount to be purchased: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed Social Security Number or Taxpayer Identification Number: The Bank of New York 100 Xxxxxxx Xxxxxx, Fl. 8W New York, New York 10286 Attention: Corporate Trust Department Attention: Corporate Trust Administration Re: Cxxx & Fxxxxxx Holdings Corp. (the “Company”) 73/4% Senior Notes due 2017 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a participant in certificate (the “Legended Certificate”) which bears a recognized signature guaranty medallion program or other signature guarantor acceptable legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Indenture (this "Supplemental the “Indenture") dated as of May 7 relating to the Notes, among we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [GUARANTORName of Holder] By: Authorized Signature The Bank of New York 100 Xxxxxxx Xxxxxx, Fl. 8W New York, New York 10286 Attention: Corporate Trust Department Attention: Corporate Trust Administration Re: Cxxx & Fxxxxxx Holdings Corp. (the "New Guarantor"“Company”) 73/4% Senior Notes due 2017 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in ¨ book-entry* or ¨ certificated form* by (the “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 certificated, registered form of authorized denominations in an 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 such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 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. *Check applicable box ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), a subsidiary of DEX MEDIA EAST LLC(or its successor(2), a Delaware limited liability company (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ 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. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title: Date: __________________ The Bank of New York 100 Xxxxxxx Xxxxxx, Fl. 8W New York, New York 10286 Attention: Corporate Trust Department Attention: Corporate Trust Administration Re: Cxxx & Fxxxxxx Holdings Corp. (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ”) 73/4% Senior Notes due 2017 ("Dex Media East Finance", and together the “Notes”) Dear Sirs: In connection with our proposed purchase of 73/4% Senior Notes due 2017 (the “Notes”) of the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").we confirm that:

Appears in 1 contract

Samples: Indenture (Crum & Forster Holdings Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] / / Section 4.10 / / Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: EURO ________ Date: ---------------- Your Signature: ------------------- ---------------------------- ------------------------------ (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature GuaranteeTax Identification No: ------------------------------------------------- Signature ----------------------- SIGNATURE GUARANTEE: --------------------------------- Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by the Registrar in addition to, or other signature guarantor acceptable to in substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: Principal Xxxxxx Xxxxxx of Amount of increase of this Global Note Signature of decrease in in Principal following such authorized officer Principal Amount Amount of this decrease (or of Trustee or Note Date of Exchange of this Global Note Global Note increase) Custodian ---------------- ------------------- ------------------ ------------------- ------------------ EXHIBIT C [B FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE CERTIFICATE OF TRANSFER Dura Operating Corp. 0000 XXX Xxxxxx Xxxxxxxxxxx, XX 00000 Telecopier No.: (this "Supplemental 000) 000-0000 Attention: Xxxxx X. Xxxx U.S. Bank Trust National Association 000 X. 0xx Xxxxxx Xx. Xxxx, Minnesota 55101 Attention: Corporate Trust Administration Re: 9% SENIOR SUBORDINATED NOTES DUE 2009 Reference is hereby made to the Indenture") , dated as of April 22, among [GUARANTOR] 1999 (the "New GuarantorINDENTURE"), a subsidiary of DEX MEDIA EAST LLC(or its successor)among Dura Operating Corp., a Delaware limited liability company as issuer (the "CompanyCOMPANY"), DEX MEDIA EAST FINANCE CO.the guarantors party thereto and U.S. Bank Trust National Association, a Delaware corporation as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________, ("Dex Media East Finance", and together with the Company, the "IssuersTRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of EURO ___________ in such Note[s] or interests (the "TRANSFER"), LCI INTERNATIONAL, INC., a Delaware corporation to __________ (the "LCITRANSFEREE"), [OTHER EXISTING GUARANTORS (together as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Mark I Molded Plastics of Tennessee Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]). The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental MetroPCS, Inc. 0000 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxx 00000 U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107-2292 Attention: Corporate Finance Department Re: 10 3/4% Senior Notes due 2011 Reference is hereby made to the Indenture") , dated as of September 29, 2003 (the “Indenture”), among [GUARANTOR] MetroPCS, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Metropcs California/Florida Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) 4.09 or 4.08 (Change of Control) 4.11 of the Indenture, check the box: Asset Disposition [ ] Change ¨ If the purchase is in part, indicate the portion (in denomination of Control [ ] If you want to elect to have only part $200,000 or any multiple of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple in excess thereof): $ Date) to be purchased: Your Signaturesignature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of this Note) Date: Certifying Signature: The following decreases/increases in the Security) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Transfers pursuant to § 2.06(a)(ii) of the Indenture") Deutsche Bank Trust Company Americas, as Transfer Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Trust and Securities Services Re: 6.750% Senior Notes Due 2023 (the “Notes”) Reference is hereby made to the Indenture dated as of March 3, 2015 (the “Indenture”) among Digicel Limited, a limited liability exempted company under the laws of Bermuda, as Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $ aggregate principal amount of Notes that are held as a beneficial interest in the form of the [GUARANTORRestricted Global Note][IAI Global Note](ISIN No. [ ]; CUSIP No. [ ]) with the Depository in the name of [name of transferor] (the "New Guarantor"“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. [ ]; CUSIP No. [ ]). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Digicel Group LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10, 4.15 or 4.08 (Change of Control) 4.16 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 4.10, Section 4.15 or 4.08 Section 4.16 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature GuaranteeTax Identification No.: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C * This schedule should be included only if the Note is issued in global form. For value received, each of the Guarantors and the Parent Guarantor (which terms include any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 30, 2002 (the "Indenture") among Xxxx Las Vegas, LLC, a Nevada limited liability company ("Xxxx Las Vegas") and Xxxx Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital," and together with Xxxx Las Vegas, the "Issuers"), as joint and several obligors, and Desert Inn Water Company, LLC, a Nevada limited liability company, Xxxx Design & Development, LLC, a Nevada limited liability company, Wynn Resorts Holdings, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Palo, LLC, a Delaware limited liability company, Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company, and Wynn Resorts, Limited, a Nevada corporation, as guarantors (the "Guarantors") and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. [FORM NAME OF SUPPLEMENTAL INDENTUREGUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") ), dated as of , 200 , among [GUARANTOR] (the "New GuarantorGuaranteeing Subsidiary"), a subsidiary of DEX MEDIA EAST LLC(or its successor)Xxxxxxx Xxxxxx, LLC, a Delaware Nevada limited liability company, Xxxx Las Vegas, LLC, a Nevada limited liability company (the "CompanyXxxx Las Vegas"), DEX MEDIA EAST FINANCE CO.Xxxx Las Vegas Capital Corp., a Delaware Nevada corporation ("Dex Media East Finance", Wynn Capital," and together with the CompanyXxxx Las Vegas, the "Issuers"), LCI INTERNATIONALthe Guarantors and the Parent Guarantor (each, INC.as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationNational Association, as trustee under the indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: Indenture (Wynn Resorts LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.12 or 4.08 (Change of Control) 4.17 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.12 ☐ Section 4.17 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.12 or 4.08 Section 4.17 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Soc. Sec. or Tax Identification No.: Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable EXHIBIT B-1 The Bank of New York Mellon, London Branch, as Trustee One Canada Square London E14 5AL United Kingdom Attention: Manager Corporate Trust Services Re: First Lien Senior Secured Notes due 2023 of CGG Holding (U.S.) Inc. Reference is hereby made to the Indenture, dated as of [●], 2018 (the “Indenture”), among CGG Holding (U.S.) Inc. (the “Company”), any guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ principal amount of this Notes which are evidenced by one or more (i) Rule 144A Global Security is $[ ]Notes and held with the Common Depositary, (ii) IAI Global Notes and held with the Common Depositary or (iii) Section 1145 Global Notes and held with the Common Depositary, in each case in the name of (the “Transferor”). The following increases Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or decreases more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depository. In connection with such request and in this respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as of , among [GUARANTOR] amended (the "New Guarantor"“Securities Act”), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (and accordingly the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (CGG Marine B.V.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ ------------- Date: ---------------- Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: ------------------- Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant ---------------------- * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE* The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: Principal Amount of this Global Note Signature of Amount of decrease Amount of increase in following such authorized officer in Principal Amount Principal Amount decrease of Trustee or Date of Exchange of this Global Note of this Global Note (or increase) Custodian ---------------- ------------------- ------------------- ------------- --------- * This schedule should be included only if the Note is issued in global form. EXHIBIT C [B FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental CERTIFICATE OF TRANSFER Cole National Group, Inc. 5915 Landerbrook Drive Mayfield Heights, Ohxx 04124 Wells Fargo Bank Xxxxxxxxx, X.X. XXX X0000-000 Xxxxx and Marquette Avxxxx Minneapolis, Minnesota 55479 Xx: 0 0/0% Xxxxxx Xxxxxxxxxxxx Xxxxx Xxx 0000 ----------------------------------------- Reference is hereby made to the Indenture") , dated as of May 22, among [GUARANTOR] 2002 (the "New GuarantorIndenture"), a subsidiary of DEX MEDIA EAST LLC(or its successor)between Cole National Group, a Delaware limited liability company Inc., as issuer (the "Company"), DEX MEDIA EAST FINANCE CO.and Wells Fargo Xxxk Minnesota, a Delaware corporation N.A., as trustee. Capitalized terms used xxx xot defined herein shall have the meanings given to them in the Indenture. ___________________ ("Dex Media East Finance", and together with the Company, the "IssuersTransferor"), LCI INTERNATIONALowns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, INC., a Delaware corporation in the principal amount of $___________ in such Note[s] or interests (the "LCITransfer"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below ___________________________ (the "TrusteeTransferee")., 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 (Cole National Corp /De/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) ‎4.09 or 4.08 (Change of Control) ‎4.11 of the Indenture, check the box: Asset Disposition [ ] Change ¨ If the purchase is in part, indicate the portion (in denominations of Control [ ] If you want $2,000 or any integral multiple of $1,000 in excess thereof) to elect to have only be purchased: Certifying Signature: The following exchanges of a part of this Security purchased by the Issuers pursuant to Section 4.06 Global Note for an interest in another Global Note or 4.08 for a Definitive Registered Note, or exchanges of the Indenture, state the amount ($1,000 a part of another Global Note or Definitive Registered Note for an integral multiple thereof): $ 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 guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE GLOBAL NOTE TO REGULATION S GLOBAL NOTE5 (this "Supplemental Transfers pursuant to § 2.06(b)(ii) of the Indenture") U.S. Bank National Association U.S. Bank Global Corporate Trust Services 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55017 EP-MN-WS3C Attention: Transfer Agent Re: 6.125% Senior Notes due 2028 (the “Notes”) Reference is hereby made to the Indenture dated as of March 3, among 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among, inter alios, NCL Finance, Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors, and U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given 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 (CUSIP No.: [GUARANTOR●]6; ISIN No: [●]7) with DTC in the name of [name of transferor] (the "New Guarantor"“Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (CUSIP No.: [●]8; ISIN No: [●]9). 5 If the Note is a Definitive Registered Note, a subsidiary appropriate changes need to be made to the form of DEX MEDIA EAST LLC(or its successor)this transfer certificate. 6 Issue Date Rule 144A CUSIP: G6437F AA7 7 Issue Date Rule 144A ISIN: USG6437FAA78 8 Issue Date Regulation S CUSIP: 62888H AA7 9 Issue Date Regulation S ISIN: US62888HAA77 In connection with such request, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.09 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] ¨ If you want the purchase is in part, indicate the portion (equal to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 2,000 or an integral multiple of $1,000 in excess thereof): $ ) to be purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side The following exchanges of the Security) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE1 (this "Supplemental Transfers pursuant to § 2.06(b)(ii) of the Indenture") The Bank of New York Mellon Trust Company, N.A. 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attn: Corporate Trust Administration Re: Royal Caribbean Senior Notes (the “Notes”) Reference is hereby made to the Indenture dated as of October 6, among 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among, inter alios, Royal Caribbean Cruises Ltd., a corporation incorporated and existing under the laws of the Republic of Liberia, as Issuer, RCI Holdings LLC, as Guarantor, 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 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 (CUSIP No.: [GUARANTOR●]2; ISIN No: [●]3) with DTC in the name of [name of transferor] (the "New Guarantor"“Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (CUSIP No.: [●]4; ISIN No: [●]5). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Royal Caribbean Cruises LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian For value received, each of the undersigned (the “Senior Subordinated Subsidiary Guarantors”), to the extent set forth in and subject to the terms of the Indenture") , dated as of March 13, 2012 (the “Indenture”), among [GUARANTOR] Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the "New Guarantor"“Issuer”), Virgin Media Inc., a subsidiary of DEX MEDIA EAST LLC(or its successor)Delaware corporation, Virgin Media Group LLC, a Delaware limited liability company (the "Company")company, DEX MEDIA EAST FINANCE CO.Virgin Media Holdings Inc., a Delaware corporation corporation, Virgin Media ("Dex Media East Finance"UK) Group, and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC.Inc., a Delaware corporation ("LCI")corporation, [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATIONVirgin Media Communications Limited, a national banking associationlimited company organized under the laws of England and Wales, Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales, Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., hereby jointly and severally with each other Senior Subordinated Subsidiary Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under the indenture referred Indenture (including obligations to below the Trustee) and the Notes, whether for payment of principal of or interest on or premium, if any, on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes and (2) the "Trustee"full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. The obligations of each Senior Subordinated Subsidiary Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture. This Guarantee is subordinated to other Indebtedness as set forth in Article 12 of the Indenture and pursuant to the Intercreditor Deed. Reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. Each Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra xxxxx, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

Appears in 1 contract

Samples: Indenture (Virgin Media Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, Indenture check the box: Asset Disposition [ ] Change of Control [ ] appropriate box below. o Section 4.10 o Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C Xxxxxx Automotive Group, Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 [FORM OF SUPPLEMENTAL INDENTURERegistrar address block] SUPPLEMENTAL INDENTURE (this "Supplemental Re: 7.625% Senior Subordinated Notes due 2017 Reference is hereby made to the Indenture") , dated as of March 26, among [GUARANTOR] 2007 (the "New Guarantor"“Indenture”), a subsidiary of DEX MEDIA EAST LLC(or its successorbetween Xxxxxx Automotive Group, Inc., as issuer (the “Company”), a Delaware limited liability company the subsidiary guarantors listed on Schedule I to the Indenture, and 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 "Company"“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”), DEX MEDIA EAST FINANCE CO.to (the “Transferee”), a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), Transferor hereby certifies that: [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Asbury Automotive Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.11 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount ofDecrease inPrincipal Amountat Maturity of thisGlobal Note Amount ofIncrease inPrincipal Amountat Maturity of thisGlobal Note Principal Amountat Maturity of thisGlobal NoteFollowing suchDecrease (this "Supplemental orIncrease) Continental Resources, Inc. X.X. Xxx 000000 Xxxxxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxx, Chief Financial Officer Wilmington Trust, National Association 00 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Capital Markets Re: 5% Senior Notes due 2022 Reference is hereby made to the Indenture") , dated as of March 8, among [GUARANTOR] 2012 (the "New Guarantor"“Indenture”) among Continental Resources, Inc., an Oklahoma corporation (the “Company”), a subsidiary of DEX MEDIA EAST LLC(or its successor)the Guarantors and Wilmington Trust, a Delaware limited liability company National Association (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association), as trustee under trustee. Capitalized terms used but not defined herein shall have the indenture referred meanings given to below them in the Indenture. (the "Trustee"“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:

Appears in 1 contract

Samples: Indenture (Continental Resources, Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature GuaranteeGuarantee9: ------------------------------------------------- Signature must be guaranteed by a participant 9 Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE10 The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental 10 This schedule should be included only if the Note is issued in global form. Xxxxxxx Industries, Inc. 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 U.S. Bank National Association as Trustee and Registrar 000 X. XxXxxxx Chicago, IL 60603 Fax: 000-000-0000 Re: 7.50% Senior Notes due 2027 Reference is hereby made to the Indenture") , dated as of September 17, 2019 (the “Indenture”), among [GUARANTOR] Xxxxxxx Industries, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Patrick Industries Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security 67/8% Note purchased by the Issuers Company pursuant to Section 4.06 1014 (Asset Disposition) or 4.08 Section 1016 (Change of Control) of the Indenture, check the boxBox: Asset Disposition [ ] Change of Control [ ] If you want to elect wish to have only part a portion of this Security 67/8% Note purchased by the Issuers Company pursuant to Section 4.06 1014 or 4.08 Section 1016 of the Indenture, state the amount ($1,000 or an integral multiple thereof): amount: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis 67/8% Note) Signature Guarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in financial institution that is a recognized signature guaranty medallion program member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantor acceptable to guarantee program as may be determined by the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount Security Registrar in addition to, or in substitution for, STAMP, SEMP, or MSP, all in accordance with the Securities Exchange Act of this Global Security is $[ ]. 1934, as amended.) The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] * To be included in Global Security. THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , , among [GUARANTOR] (the "New Subsidiary Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or Newfield Exploration Company (or its successor), a Delaware limited liability company corporation (the "Company"), DEX MEDIA EAST FINANCE CO.NEWFIELD EXPLORATION COMPANY[, a Delaware corporation on behalf of itself and the Subsidiary Guarantors ("Dex Media East Finance", and together with the Company, “Existing Subsidiary Guarantors”) under the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")indenture referred to below,] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationassociation (as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank)), as trustee under the indenture referred to below (the "Trustee").,

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Newfield Exploration Co /De/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ SECTION 4.10 ¨ SECTION 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases exchange of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (this "Supplemental or increase) Signature of authorized signatory of Trustee or Custodian Sabre GLBL Inc. 0000 Xxxxx Xxxxx Xxxxxxxxx, XX 00000 Xxxxx Fargo Bank – DAPS Reorg. MAC X0000-00 00xx Xxxxxx and Xxxxxxxxx Xxxxxx, 00 Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 5.250% Senior Secured Notes due 2023 (the “Notes”) Reference is hereby made to the Indenture") , dated as of November 9, 2015 (the “Indenture”), among [GUARANTOR] Sabre GLBL Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sabre Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 Sections 4.10 (Asset DispositionSale) or 4.08 4.14 (Change of Control) of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification No.: Signature Guaranteeguarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) Fiesta Restaurant Group, Inc. 0000 Xxxxx Xxxxxxx Xxxxx, 8th Floor Miami, Florida 33156 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxxx, Vice President and General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxx Place, 38th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Unit Reference is hereby made to that certain Indenture dated August 5, 2011 (the “Indenture”) among Fiesta Restaurant Group, Inc. (the “Issuer”), the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Global Security is $[ ]Notes held in (check applicable space) book-entry or definitive form by the undersigned. The following increases undersigned (transferor) (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 decreases Notes in this definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Note (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of a subsidiary Note or Notes to (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Companyas amended, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together undersigned confirms that such Notes are being transferred in accordance with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Carrols Restaurant Group, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.10 ☐ Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ____________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C 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. Finance of America Funding LLC 000 Xxxx Xxxxxxx Xxxxxxx, Suite 1550 Irving, Texas 75039 Attention: General Counsel Telephone: [FORM OF SUPPLEMENTAL INDENTUREphone number] SUPPLEMENTAL INDENTURE (this "Supplemental U.S. Bank National Association 0 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: [fax number] Electronic Mail: [email address] Attention: Global Corporate Trust Services – Finance of America Funding LLC Reference is hereby made to the Indenture") , dated as of November 5, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary Finance of DEX MEDIA EAST LLC(or its successor)America Funding LLC, a Delaware limited liability company (the "Company"“Issuer”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] Guarantors named therein and U.S. BANK NATIONAL ASSOCIATIONBank National Association, a national banking association, as trustee under Trustee. Capitalized terms used but not defined herein shall have the indenture referred meanings given to below them in the Indenture. ____________________ (the "Trustee"“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 (Finance of America Companies Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) Section 4.15 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount (in minimum denomination of $2,000 or integral multiples of $1,000 or an integral multiple thereof): in excess of $2,000) you elected to have purchased: $ . Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Soc. Sec. or Tax Identification No.: Signature Guarantee: ------------------------------------------------- (Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Registrar in addition to, or other signature guarantor acceptable to in substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date Amount ofdecrease inPrincipalAmount of this Global Note Amount of increase in Principal Amount of thisGlobal Note PrincipalAmount of thisGlobal Notefollowing suchdecrease orincrease Signature ofauthorizedofficer ofTrustee orNotes Custodian ___________________ * This schedule should be included only if the Note is issued in global form. USA Compression Partners, LP USA Compression Finance Corp. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Austin, Texas 78701 Computershare Trust Company, N.A. Corporate Trust Operations 0000 Xxxxxx Xxxx Xxxxx St. Xxxx, MN 55108 Attention: Corporate Trust Services – USA Compression Partners, LP Phone: (this "Supplemental 000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx Re: 7.125% Senior Notes due 2029 Reference is hereby made to the Indenture") , dated as of March 18, 2024 (the “Indenture”), among [GUARANTOR] USA Compression Partners, LP (the "New Guarantor")“Company”) and USA Compression Finance Corp. (“Finance Corp.” and, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONALthe Guarantors party thereto and Computershare Trust Company, INC.N.A., a Delaware corporation as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , ("LCI"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”), [OTHER EXISTING GUARANTORS to (together the “Transferee”), as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (USA Compression Partners, LP)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ___________________ Your Signature: ------------------- ---------------------------- ______________________________ (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.:__________________________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Targa Resources Partners LP Targa Resources Partners Finance Corporation 000 Xxxxxxxxx Xx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000 U.S. Bank National Association 0 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000 Re: 4% Senior Notes due 2032 Reference is hereby made to the Indenture") , dated as of February 2, 2021 (the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor)Targa Resources Partners LP, a Delaware limited liability company partnership (the "Company"“Targa Resources Partners”), DEX MEDIA EAST FINANCE CO.and Targa Resources Partners Finance Corporation, a Delaware corporation ("Dex Media East Finance"“Finance Corp.” and, and together with the CompanyTarga Resource Partners, the "Issuers"), LCI INTERNATIONALthe Guarantors party thereto and U.S. Bank National Association, INC.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, a Delaware corporation in the principal amount of $___ in such Note[s] or interests ("LCI"the “Transfer”), [OTHER EXISTING GUARANTORS to ______ (together the “Transferee”), as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Targa Resources Partners LP)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Entercom Radio, LLC pursuant to Section 4.06 4.10 (Asset DispositionSale) or 4.08 Section 4.14 (Change of Control) of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Entercom Radio, LLC pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of Note) Tax Identification No.: Signature guarantee: Entercom Radio, LLC 000 Xxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxxx, Xxxxxxxxxxxx 00000 Facsimile: 000-000-0000 Attention: Xxxx X. Xxxxxxxx Wilmington Trust, National Association Corporate Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Facsimile: 000-000-0000 Attention: Entercom Radio, LLC Administrator Re: Entercom Radio, LLC [ ]% Senior Note due 2019 CUSIP # Reference is hereby made to that certain Indenture dated November 23, 2011 (the Security“Indenture”) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant among Entercom Radio, LLC (“Entercom Radio”), the Note Guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in a recognized signature guaranty medallion program or other signature guarantor acceptable the Indenture. This certificate relates to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial $ principal amount of this Global Security is $[ ]Notes held in (check applicable space) book-entry or definitive form by the undersigned. The following increases undersigned (transferor) (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 decreases Notes in this definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Note (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.06 of the Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of a subsidiary Note or Notes to (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Companyas amended, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together undersigned confirms that such Notes are being transferred in accordance with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Entercom Communications Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) Section 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM * This schedule should be included only if the Note is issued in global form. THE OBLIGATIONS OF SUPPLEMENTAL THE GUARANTORS TO THE HOLDERS OF THE NOTES PURSUANT TO THIS GUARANTEE AND THE INDENTURE DATED AS OF [ ], AMONG NATIONSTAR MORTGAGE LLC, NATIONSTAR CAPITAL CORPORATION, THE GUARANTORS NAMED THEREIN AND THE TRUSTEE NAMED THEREIN (THE “INDENTURE] SUPPLEMENTAL ”) ARE EXPRESSLY SET FORTH IN ARTICLE X OF THE INDENTURE, AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING WITHOUT LIMITATION ARTICLE X, ARE INCORPORATED HEREIN BY REFERENCE. Supplemental Indenture (this "Supplemental Indenture") ”), dated as of , among [GUARANTOR] (the "New Guarantor"“Guaranteeing Subsidiary”), a subsidiary of DEX MEDIA EAST LLC(or its successor)Nationstar Mortgage LLC, a Delaware limited liability company (the "Company")” and, DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the CompanyNationstar Capital Corporation, the "Issuers")”) and Xxxxx Fargo Bank, LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationNational Association, as trustee under the indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: Indenture (Nationstar Sub2 LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) 4.09 or 4.08 (Change of Control) 4.11 of the Indenture, check the box: Asset Disposition [ ] Change ¨ If the purchase is in part, indicate the portion (in denominations of Control [ ] If you want to elect to have only part $200,000 or any multiple of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple in excess thereof): $ Date) to be purchased: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of this Note) Date: Certifying Signature: The following decreases/increases in the Security) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Decrease/Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/Increase Notation Made by or on Behalf of Registrar (this "Supplemental Transfers pursuant to § 2.06(a)(ii) of the Indenture") Deutsche Bank Trust Company Americas, as Transfer Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Trust and Securities Services Re: 6% Senior Notes Due 2021 (the “Notes”) Reference is hereby made to the Indenture dated as of March 5, 2013 (the “Indenture”) among Digicel Limited, a limited liability exempted company under the laws of Bermuda, as Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $ aggregate principal amount of Notes that are held as a beneficial interest in the form of the [GUARANTORRestricted Global Note][IAI Global Note](ISIN No. [ ]; CUSIP No. [ ]) with the Depository in the name of [name of transferor] (the "New Guarantor"“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. [ ]; CUSIP No. [ ]). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Digicel Group LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental * This schedule should be included only if the Note is issued in global form. X.X. Xxxxxxxxx & Sons Company 00 Xxxx Xxxxxx Xxxxx Chicago, Illinois 60601 Attention: Xxxxx Xxxxxxxx Email: xxxxx.x.xxxxxxxx@xxx.xxx U.S. Bank National Association, as Trustee Attn: R.R. Xxxxxxxx Administrator, EP-MN-WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Reference is hereby made to the Indenture") , dated as of April 28, 2021 (the “Indenture”), among [GUARANTORthe Issuer, the guarantors party thereto and the Trustee and Notes Collateral Agent, under which the Notes have been issued. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [ ] (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto [ ] (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (RR Donnelley & Sons Co)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] o Section 4.10 o Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C * This schedule should be included only if the Note is issued in global form. Merge Asset Management Corp., Merge CAD Inc., Merge eClincial Inc., Merge eMed, Inc., Cedara Software (USA) Limited, AMICAS, Inc., Requisite Software Inc., Confirma Europe LLC, Emageon Inc., Amicas PACS, Corp., Camtronics Medical Systems, Ltd. and Ultravisual Medical Systems Corporation (the “Guarantors”) have jointly and severally, unconditionally guaranteed (such guarantee by each Guarantor being referred to herein as the “Guarantee”), that (i) the principal of, interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders, the Trustee and the Collateral Agent all in accordance with the terms set forth under Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any other such obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor to the Holders, the Trustee and the Collateral Agent pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. Capitalized terms used but not defined herein have the respective meanings set forth in the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or facsimile signature of one of its authorized officers. Merge Asset Management Corp. Merge CAD Inc. Merge eClincial Inc. Merge eMed, Inc. Cedara Software (USA) Limited AMICAS, Inc. Requisite Software Inc. Emageon Inc. Amicas PACS, Corp. Camtronics Medical Systems, Ltd. Ultravisual Medical Systems Corporation By: Name: Title: Confirma Europe LLC By: Merge CAD Inc., its sole Manager By: Name: Title: Merge Healthcare Incorporated 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 Fax No.: [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Telephone: (this "Supplemental 000) 000-0000 Telecopy: (000) 000-0000 Email: xxxxxxx.xxx@xxxxxxxxx.xxx Attention: Corporate Trust Administration Re: 11.75% Senior Secured Notes due 2015 Reference is hereby made to the Indenture") , dated as of April 28, 2010 (the “Indenture”), among [GUARANTOR] Merge Healthcare Incorporated, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Merge Healthcare Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. W&T Offshore, Inc. Nine Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxxx, Xxxxx 00000-0000 Re: $600,000,000 8.500% Senior Notes due 2019 Reference is hereby made to the Indenture") , dated as of June 10, 2011 (the “Indenture”), among [GUARANTOR] W&T Offshore, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Xxxxx Fargo Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (W&t Offshore Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want wish to elect to have all or any portion of this Security Note purchased by the Issuers Company pursuant to Section 4.06 4.10 (Asset Disposition“Net Proceeds Offer”) or 4.08 Section 4.15 (Change of ControlControl Offer”) of the Indenture, check the boxapplicable boxes o Net Proceeds Offer: Asset Disposition [ ] o Change of Control [ ] If you want Offer: in whole o in whole o in part o in part o Amount to elect be Amount to have only part of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): be purchased: $ Datepurchased: Your $ Dated: Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant (Participant in a recognized signature guaranty guarantee medallion program program) Social Security Number or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY Taxpayer Identification Number: The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for Certificated Notes or decreases in this a part of another Global Security Note have been made: EXHIBIT C For value received, [FORM each of] the undersigned hereby unconditionally guarantees to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Company under the Indenture (as defined below) or this Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of May 7, 2007, between Mobile Mini Inc., a Delaware corporation, as issuer (the “Company”), Law Debenture Trust Company of New York, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas as Paying Agent and Registrar (in each such capacity the “Paying Agent” and the “Registrar”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SUPPLEMENTAL INDENTURETHE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR(S)] SUPPLEMENTAL INDENTURE By: Name: Title: ,_______ Law Debenture Trust Company of New York 400 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Services Re: Mobile Mini Inc. (this "Supplemental the “Company”) 67/8% Senior Notes due 2015 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture") dated as of May 7, among 2007 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [GUARANTORName of Transferee] By: Authorized Signature , ______ Deutsche Bank Services Tennessee Inc. 600 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Transfer Department Re: Mobile Mini Inc. (the "New Guarantor"“Company”) 67/8% Senior Notes due 2015 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in o book-entry* or o certificated form* by (the “Transferor”). The Transferor:* o has requested the Registrar by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or o has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* o Such Note is being acquired for the Transferor’s own account, without transfer. o 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 and accordingly the undersigned does hereby certify that the Note is being transferred to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises * Check applicable box sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. o Such Note is being transferred to an “accredited investor” (as defined in Rule 501(a)(1), a subsidiary of DEX MEDIA EAST LLC(or its successor(2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. o Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. o Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. o 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. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a Delaware limited liability company 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, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: ,_______ Law Debenture Trust Company of New York 400 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Services Re: Mobile Mini Inc. (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ”) 67/8% Senior Notes due 2015 ("Dex Media East Finance", and together the “Notes”) Dear Sirs: In connection with our proposed purchase of 67/8% Senior Notes due 2015 (the “Notes”) of the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").we confirm that:

Appears in 1 contract

Samples: Indenture (Mobile Mini Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _______________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) ________________________________ Tax Identification No.: ___________________________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _____________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Par Pacific Holdings, Inc. 000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: General Counsel Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Attention: Par Petroleum, LLC Administrator Re: 12.875% Senior Secured Notes due 2026 Reference is hereby made to the Indenture") , dated as of June 5, 2020 (the “Indenture”), among [GUARANTOR] (the "New Guarantor")Par Petroleum, a subsidiary of DEX MEDIA EAST LLC(or its successor)LLC, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO.Par Petroleum Finance Corp., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONALPar Pacific Holdings, INC.Inc., a Delaware corporation ("LCI"the “Parent”), [OTHER EXISTING GUARANTORS the Guarantors party thereto, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (together 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 LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Par Pacific Holdings, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.12 ☐ Section 4.17 ☐ Section 4.19 ☐ Section 4.20 ☐ Section 4.21 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 or 4.08 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM No. $ promises to pay to or registered assigns, the principal sum of DOLLARS on January 15, 2030. Interest Payment Dates: January 15 and July 15, commencing July 15, 2023 Record Dates: January 1 and July 1 Dated: January 13, 2023 VENTURE GLOBAL CALCASIEU PASS, LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture"AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) dated as of OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, among [GUARANTOR] AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the "New Guarantor"1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE 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 NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO 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), a Delaware limited liability company (the "Company")ANY TRANSFER, DEX MEDIA EAST FINANCE PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., a Delaware corporation HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Dex Media East Finance", and together with the Company, the "Issuers"THE “SECURITIES ACT”), LCI INTERNATIONALAND MAY NOT BE OFFERED, INC.SOLD, a Delaware corporation PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF VENTURE GLOBAL CALCASIEU PASS, LLC THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY ("LCI"A) TO VENTURE GLOBAL CALCASIEU PASS, LLC, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 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 NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER EXISTING GUARANTORS AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSES (together with LCIC), (D) OR (E) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (F) ABOVE, VENTURE GLOBAL CALCASIEU PASS, LLC RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Capitalized terms used herein have the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under meanings assigned to them in the indenture Indenture referred to below (the "Trustee")unless otherwise indicated.

Appears in 1 contract

Samples: Second Supplemental Indenture (Venture Global, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.11 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.11 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 or 4.08 4.11 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (this "Supplemental 000) 000-0000 Wilmington Trust Company 0000 X. Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile No.: (000) 000-0000 Re: 7.875% Senior Secured Notes due 2020 Reference is hereby made to the Indenture") , dated as of July 23, 2010 (as amended or supplemented from time to time, the “Indenture”), among [GUARANTOR] Calpine Corporation, as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Calpine Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.6 or 4.08 (Change of Control) 4.7 of the Thirtieth Supplemental Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.6 or 4.08 Section 4.7 of the Thirtieth Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: $ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental * This schedule should be included only if the Note is issued in global form. Xxxxx Healthcare Corporation 0000 Xxxx Xxxxxx, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Re: 6.250% Senior Secured Second Lien Notes Due 2027 Reference is hereby made to the Indenture") , dated as of November 6, 2001, between Xxxxx Healthcare Corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Thirtieth Supplemental Indenture, dated as of February 5, 2019, among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"Guarantors party thereto and the Trustee (as so supplemented, 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”), LCI INTERNATIONAL, INC., a Delaware corporation to [ ] ("LCI"the “Transferee”), [OTHER EXISTING GUARANTORS (together as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Supplemental Indenture (Tenet Healthcare Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers LP pursuant to Section 4.06 4.10 (Asset Disposition) or 4.08 Sales), 4.14 (Change of Control) or 4.16 (Event of Loss) of the Indenture, as applicable, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers LP pursuant to Section 4.06 4.10, 4.14 or 4.08 4.16 of the Indenture, as applicable, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification No.: Signature Guaranteeguarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable to the Trustee. [program) CERTIFICATE TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE DELIVERED UPON EXCHANGE OR REGISTRATION OF INCREASES OR DECREASES IN GLOBAL SECURITY TRANSFER RESTRICTED NOTES BY A PERSON OTHER THAN THE ISSUER Louisiana-Pacific Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxx, Treasurer The initial Bank of New York Mellon Trust Company, N.A., as Trustee 0 Xxxxx Xx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Louisiana-Pacific Corporation 13% Senior Secured Note due 2017 Reference is hereby made to that certain Indenture dated March 10, 2009 (the “Indenture”) among Louisiana-Pacific Corporation (“LP”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Global Security is $[ ]Notes held in (check applicable space) book-entry or definitive form by the undersigned. The following increases undersigned (transferor) (check one (1) 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 decreases Notes in this definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Note (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of a subsidiary Note or Notes to (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Companyas amended, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together undersigned confirms that such Notes are being transferred in accordance with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").its terms:

Appears in 1 contract

Samples: Indenture (Louisiana-Pacific Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10(c), 4.15 or 4.08 (Change of Control4.19(b) of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10(c) ¨ Section 4.15 ¨ Section 4.19(b) If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10(c), 4.15 or 4.08 Section 4.19(b) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian QGOG Atlantic / Alaskan Rigs Ltd. Xx. Xxxxxxxxxx Xxxxxxx Xxxxxx, 51 -5º, 6º e 7º andares Rio de Janeiro/RJ – CEP: 00000-000 Xxxxxx Attention: Xxxxxxxxx Xxxx Telephone No.: +00 00 0000-0000 Facsimile No.: +00 00 0000-0000 Deutsche Bank Trust Company Americas Trust & Securities Services 00 Xxxx Xxxxxx, XX NYC 60-2710 Xxx Xxxx, XX 00000 Attention: Project Finance Deal Manager – QGOG Atlantic/Constellation Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 Re: QGOG Atlantic / Alaskan Rigs Ltd. 5.25% Senior Secured Notes Due 2018 Reference is hereby made to the Indenture") , dated as of July 27, 2011 (the “Indenture”), among [GUARANTOR] QGOG Atlantic / Alaskan Rigs Ltd., as issuer (the "New Guarantor"“Company”), a subsidiary of DEX MEDIA EAST LLC(or its successorStar International Drilling Limited and Alaskan Star Ltd., as guarantors (the “Guarantors”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationDeutsche Bank Trust Company Americas, as trustee under the indenture referred to below (the "Trustee"”) and Deutsche Bank Trust Company Americas, 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 (QGOG Constellation S.A.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] o Section 4.10 o Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your SignatureTax Identification No.: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Security Note, have been made: EXHIBIT C For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Base Indenture, dated as of January 31, 2006, between the Company and the Bank of New York, as trustee (the “Trustee” as supplemented by a Supplemental Indenture dated as of January 31, 2006 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among DRS Technologies, Inc., (the “Company”, the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 11 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [FORM NAME OF SUPPLEMENTAL INDENTUREGUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") ”), dated as of , 200 , among [GUARANTOR] (the "New Guarantor"“Guaranteeing Subsidiary”), a subsidiary of DEX MEDIA EAST LLC(or DRS Technologies, Inc. (or its permitted successor), a Delaware limited liability company corporation (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation other Guarantors ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, as defined in the "Existing Guarantors")] Indenture referred to herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking associationThe Bank of New York, as trustee under the indenture Indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: First Supplemental Indenture (DRS Technologies Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 2.10 (Asset Disposition) or 4.08 (Change of Control) of the Supplemental Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 or 4.08 2.10 of the Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ___________________________ Your Signature: ------------------- ---------------------------- ________________________ (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification Number: _________________ Signature Guarantee: ------------------------------------------------- guarantee:______________ (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) WestRock Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (000) 000-0000 Re: WestRock Company 3.000% Senior Note due 2024 Reference is hereby made to that certain indenture dated August 24, 2017 (the “Base Indenture”) and that certain Supplemental Indenture dated August 24, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WestRock Company (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee to deliver in exchange for its beneficial interest in the Global Security is $[ ]. The following increases held by the Depositary a Definitive Note or decreases Definitive Notes in this registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; [_] hereby requests the Registrar or Trustee to exchange or register the transfer of a subsidiary Note or Notes to ______________ (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together undersigned confirms that such Notes are being transferred in accordance with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, Restricted Notes Legend as trustee under the indenture referred to below (the "Trustee").further specified below: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: First Supplemental Indenture (WestRock Co)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.17 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.11 ¨ Section 4.17 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.11 or 4.08 Section 4.17 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _____________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature * 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. The following exchanges of a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or Increase) 1 Include only on Global Note. VITAL ENERGY, INC. 500 Xxxx 0xx Xxxxxx Suite 1000 Tulsa, OK 74120 Facsimile: (000) 000-0000 Attention: Chief Financial Officer U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION 10000 Xxxx Xxxx, Suite 800 Dallas, TX 75240 Facsimile: (000) 000-0000 Email: mxxxxxx.xxxxxxxxx@xxxxxx.xxx Re: 7.875% Senior Notes due 2032 Reference is hereby made to the Indenture") , dated as of March 28, 2024 (the “Indenture”), among [GUARANTOR] (the "New Guarantor")Vital Energy, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO.Inc., a Delaware corporation ("Dex Media East Finance"the “Company”), the Initial Guarantor and together U.S. Bank Trust Company, National 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 CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Vital Energy, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company or the Issuers, as applicable, pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Company or the Issuers, as applicable, pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.00% Senior Notes due 2020 Reference is hereby made to the Indenture") , dated as of May 6, 2014 (the “Indenture”), among [GUARANTOR] Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C 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 * This schedule should be included only if the Note is issued in global form. [FORM OF SUPPLEMENTAL INDENTURESuperior Industries International, Inc. 00000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Tel. No.: (000) 000-0000] SUPPLEMENTAL INDENTURE The Bank of New York Mellon acting through its London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Email: xxxxxxx0@xxxxxxxxx.xxx Attention: Corporate Trust Administration Facsimile No.: +00 (this "Supplemental 0)00 0000 0000 Re: 6.000% Senior Notes due 2025 Reference is hereby made to the Indenture") , dated as of June 15, 2017 (the “ Indenture”), among [GUARANTOR] (a) Superior Industries International, Inc., as Issuer, (b) certain subsidiaries of the Issuer, as Guarantors, (c) The Bank of New York Mellon acting through its London Branch, as Trustee and Paying Agent, and (d) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Superior Industries International Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) ‎4.09 or 4.08 (Change of Control) ‎4.11 of the Indenture, check the box: Asset Disposition [ ] Change ☐ If the purchase is in part, indicate the portion (in denominations of Control [ ] If you want $2,000 or any integral multiple of $1,000 in excess thereof) to elect to have only be purchased: The following exchanges of a part of this Security purchased by the Issuers pursuant to Section 4.06 Global Note for an interest in another Global Note or 4.08 for a Definitive Registered Note, or exchanges of the Indenture, state the amount ($1,000 a part of another Global Note or Definitive Registered Note for an integral multiple thereof): $ 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 guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE5 (this "Supplemental Transfers pursuant to § 2.06(b)(ii) of the Indenture") U.S. Bank Trust Company, National Association U.S. Bank Global Corporate Trust Services 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55017 EP-MN-WS3C Attention: Transfer Agent Re: 8.375% Senior Secured Notes due 2028 (the “Notes”) Reference is hereby made to the Indenture dated as of February 2, among 2023 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among, inter alios, NCL Corporation Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors, U.S. Bank Trust Company, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Security Agent. Capitalized terms used but not defined herein shall have the meanings given 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 (CUSIP No.: [GUARANTOR●]6; ISIN No: [●]7) with DTC in the name of [name of transferor] (the "New Guarantor"“Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (CUSIP No.: [●]8; ISIN No: [●]9). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Norwegian Cruise Line Holdings Ltd.)

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OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.14 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 or 4.08 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ____________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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. Hilton Domestic Operating Company Inc. c/o Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, VA 22102 Facsimile: (this "Supplemental 703) 883-6188 Attention: Office of the General Counsel With a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017-3954 Facsimile: (212) 455-2502 Attention: Edgar J. Lewandowski and Tony Y. Rim Wilmington Trust, National Association 277 Park Avenue New York, NY 10172 Facsimile: (302) 636-4149 Attention: Hilton Domestic Operating Company Administrator Re: Hilton Domestic Operating Company Inc. 5.875% Senior Notes due 2033 Reference is hereby made to the Indenture") , dated as of September 9, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO.Hilton Domestic Operating Company Inc., a Delaware corporation ("Dex Media East Finance", and together with the Company“Issuer”), the "Issuers")Guarantors (as defined therein) from time to time party thereto and Wilmington Trust, LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATIONNational Association, a national banking association, as trustee under Trustee. Capitalized terms used but not defined herein shall have the indenture referred meanings given to below them in the Indenture. ____________________ (the "Trustee"“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 Worldwide Holdings Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 3.09 (Asset Disposition“Mandatory Offers to Purchase”) or 4.08 Section 3.10 (“Offer to Repurchase Upon Change of Control) of the Indenture, check the boxappropriate box below: Asset Disposition [ ] ☐ Section 3.09 (“Mandatory Offers to Purchase”) ☐ Section 3.10 (“Offer to Repurchase Upon a Change of Control [ ] Control”) If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 3.09 (“Mandatory Offers to Purchase”) or 4.08 Section 3.10 (“Offer to Repurchase Upon a Change of Control”) of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ______________________ Your Signature: ------------------- ---------------------------- :______________________________________ (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: ________________________________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Pioneer Energy Services Corp. 0000 X.X. Xxxx 000, Xxxxx 0000 Xxx Xxxxxxx, Xxxxx 00000 Attention: Corporate Secretary If to the Trustee: Wilmington Trust, National Association Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Attention: Pioneer Energy Services Notes Administrator Facsimile: (this "Supplemental 000) 000-0000 Re: Senior Secured Floating Rate Notes due 2025 Reference is hereby made to the Indenture") , dated as of May 29, 2020 (the “Indenture”), among [GUARANTOR] Pioneer Energy Services Corp., as issuer (the "New Guarantor"“Company”), a subsidiary of DEX MEDIA EAST LLC(or its successor)the Guarantors party thereto and Wilmington Trust, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationNational Association, as trustee under and security agent. Capitalized terms used but not defined herein shall have the indenture referred meanings given to below them in the Indenture. ___________________, (the "Trustee"“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 (Pioneer Energy Services Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ☐ SECTION 4.10 ☐ SECTION 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases exchange of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (this "Supplemental or increase) Signature of authorized signatory of Trustee or Custodian Sabre GLBL Inc. 0000 Xxxxx Xxxxx Southlake, TX 76092 Computershare Trust Company, N.A.– DAPS Reorg. 0000 Xxxxxx Xxxx Xxxxx St Xxxx, MN 55108 Telephone No.: (000) 000-0000 Email: #XXXXXXXXXXxxxx@xxxxxxxxxxxxx.xxx Re: 10.750% Senior Secured Notes due 2029 (the “Notes”) (CUSIP [ ]) Reference is hereby made to the Indenture") , dated as of November 25, 2024 (the “Indenture”), among [GUARANTOR] Sabre GLBL Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Sabre Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.11 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount ofDecrease inPrincipal Amountat Maturity of thisGlobal Note Amount ofIncrease inPrincipal Amountat Maturity of thisGlobal Note Principal AmountMaturity of thisGlobal NoteFollowing suchDecrease (this "Supplemental orIncrease) Continental Resources, Inc. 000 X. Xxxxxxxxxxxx, Xxxxx 0000 Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxx, Chief Financial Officer Wilmington Trust FSB 00 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Capital Markets Re: 7 1/8% Senior Notes due 2021 Reference is hereby made to the Indenture") , dated as of September 16, among [GUARANTOR] 2010 (the "New Guarantor"“Indenture”) among Continental Resources, Inc., an Oklahoma corporation (the “Company”), the Guarantors and Wilmington Trust FSB (a subsidiary of DEX MEDIA EAST LLC(or its successorfederal savings bank), a Delaware limited liability company as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "Company"“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”), DEX MEDIA EAST FINANCE CO.to (the “Transferee”), a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Continental Resources, Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note, or decreases exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Brookstone Company, Inc. Xxx Xxxxxxxxxx Xxx Xxxxxxxxx, Xxx Xxxxxxxxx 00000 Attention: General Counsel Xxxxx Fargo Bank, N.A. Corporate Trust Services 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Re: 12.00% Second Lien Senior Secured Notes due 2012 Reference is hereby made to the Indenture") , dated as of October 4, 2005 (the “Indenture”), among [GUARANTOR] Brookstone Company, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Xxxxx Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Advanced Audio Concepts, LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ___________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant _________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Targa Resources Partners LP Targa Resources Partners Finance Corporation 000 Xxxxxxxxx Xx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000 U.S. Bank National Association 0 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000 Re: 51⁄2% Senior Notes due 2030 Reference is hereby made to the Indenture") , dated as of November 27, 2019 (the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor)Targa Resources Partners LP, a Delaware limited liability company partnership (the "Company"“Targa Resources Partners”), DEX MEDIA EAST FINANCE CO.and Targa Resources Partners Finance Corporation, a Delaware corporation ("Dex Media East Finance"“Finance Corp.” and, and together with the CompanyTarga Resource Partners, the "Issuers"), LCI INTERNATIONALthe Guarantors party thereto and U.S. Bank National Association, INC.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, a Delaware corporation in the principal amount of $___ in such Note[s] or interests ("LCI"the “Transfer”), [OTHER EXISTING GUARANTORS to ______ (together the “Transferee”), as further specified in Annex A hereto. In connection with LCIthe Transfer, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Targa Resources Partners LP)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Laureate Education, Inc. 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Fax No.: (this "Supplemental 000) 000-0000 Attention: General Counsel Xxxxx Fargo Bank, National Association, as Trustee — DAPS REORG 000 Xxxxx 0xx Xx. — 7th FL MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 000-000-0000 Fax No.: (000) 000-0000 Attention: Laureate Education Administrator Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: Senior Notes due 2025 Reference is hereby made to the Indenture") , dated as of April 26, 2017 (the “Indenture”), among [GUARANTOR] Laureate Education, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), Transferor hereby certifies that: [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Laureate Education, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant * * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental * This schedule should be included only if the Note is issued in global form. W&T Offshore, Inc. Nine Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Wilmington Trust, National Association 00000 X. Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Re: 8.50% / 10.00% Senior Third Lien PIK Toggle Notes due 2021 Reference is hereby made to the Indenture") , dated as of September 7, 2016 (the “Indenture”), among [GUARANTOR] W&T Offshore, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Wilmington Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (W&t Offshore Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Salem pursuant to Section 4.06 Sections 4.10 (Asset Disposition) or 4.08 Sale), 4.14 (Change of Control) or 4.16 (Event of Loss) of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Salem pursuant to Section 4.06 4.10, 4.14 or 4.08 4.16 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification No.: Signature Guaranteeguarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) Salem Communications Corporation 0000 Xxxxx Xxxx Xxxx Camarillo, CA 93012 Facsimile: (000) 000-0000 Attention: Xxxxxxxxxxx X. Xxxxxxxxx, General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 000-000-0000 Attention: Corporate Unit Re: Salem Communications Corporation 9.625% Senior Secured Second Lien Note due 2016 CUSIP # Reference is hereby made to that certain Indenture dated December 1, 2009 (the “Indenture”) among Salem Communications Corporation (“Salem”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Global Security is $[ ]Notes held in (check applicable space) book-entry or definitive form by the undersigned. The following increases undersigned (transferor) (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 decreases Notes in this definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Note (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or ¨ hereby requests the Trustee to exchange or register the transfer of a subsidiary Note or Notes to (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Companyas amended, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together undersigned confirms that such Notes are being transferred in accordance with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Salem Communications Corp /De/)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]). The following increases exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian Tronox Finance LLC One Stamford Plaza 000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Attention: Tronox Administrator Re: 6.375% Senior Notes due 2020 Reference is hereby made to the Indenture") , dated as of August 20, 2020 (the “Indenture”), among [GUARANTOR] Tronox Finance LLC, as issuer (the "New Guarantor"“Issuer”), a subsidiary the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Notes or interest in such Notes specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Notes or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Tronox LTD)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 2.10 (Asset Disposition) or 4.08 (Change of Control) of the Supplemental Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 or 4.08 2.10 of the Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ___________________________ Your Signature: ------------------- ---------------------------- ________________________ (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification Number: _________________ Signature Guarantee: ------------------------------------------------- guarantee:______________ (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, Pennsylvania 15262 Attention: Corporate Trust Administration Facsimile: (000) 000-0000 Re: WestRock Company 3.750% Senior Note due 2025 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, the “Indenture”) each among WestRock Company (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee to deliver in exchange for its beneficial interest in the Global Security is $[ ]. The following increases held by the Depositary a Definitive Note or decreases Definitive Notes in this registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; [_] hereby requests the Registrar or Trustee to exchange or register the transfer of a subsidiary Note or Notes to ______________ (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together undersigned confirms that such Notes are being transferred in accordance with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, Restricted Notes Legend as trustee under the indenture referred to below (the "Trustee").further specified below: CHECK ONE BOX 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 Security Note purchased by the Issuers Company or the Issuers, as applicable, pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company or the Issuers, as applicable, pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Endo Designated Activity Company Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Malvern, Pennsylvania 19355 Xxxxx Fargo Bank, National Association Bondholder Communications MAC N9300-070 000 Xxxxx 0xx Xxxxxx Minneapolis, Minnesota 55479 Telephone No.: (this "Supplemental 000) 000-0000 Facsimile No.: (000) 000-0000 Email: Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Re: 5.875% Senior Secured Notes due 2024 Reference is hereby made to the Indenture") , dated as of April 27, 2017 (the “Indenture”), among [GUARANTOR] Endo Designated Activity Company, Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 2.10 (Asset Disposition) or 4.08 (Change of Control) of the Supplemental Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 or 4.08 2.10 of the Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ___________________________ Your Signature: ------------------- ---------------------------- ________________________ (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification Number: _________________ Signature Guarantee: ------------------------------------------------- guarantee:______________ (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) WestRock Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (000) 000-0000 Re: WestRock Company 3.375% Senior Note due 2027 Reference is hereby made to that certain indenture dated August 24, 2017 (the “Base Indenture”) and that certain Supplemental Indenture dated August 24, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) each among WestRock Company (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee to deliver in exchange for its beneficial interest in the Global Security is $[ ]. The following increases held by the Depositary a Definitive Note or decreases Definitive Notes in this registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; [_] hereby requests the Registrar or Trustee to exchange or register the transfer of a subsidiary Note or Notes to ______________ (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together undersigned confirms that such Notes are being transferred in accordance with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, Restricted Notes Legend as trustee under the indenture referred to below (the "Trustee").further specified below: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: First Supplemental Indenture (WestRock Co)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] o Section 4.10 o Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Dateyou elect to have purchased: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE* The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Laureate Education, Inc. 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Fax No.: (this "Supplemental 000) 000-0000 Attention: General Counsel Xxxxx Fargo Bank, National Association, as Trustee 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Department - Laureate Education Administrator Re: Senior Notes due 2019 Reference is hereby made to the Indenture") , dated as of July 25, 2012 (the “Indenture”), among [GUARANTOR] Laureate Education, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), Transferor hereby certifies that: [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Laureate Education, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10, Section 4.14 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] xx ¨ Section 4.10 ¨ Section 4.14 ¨ Section 4.19 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10, Section 4.14 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Aspect Software, Inc. 000 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 U.S. Bank National Association 00 Xxxxx 00xx Xxxxxx XX-XX-XXXX Xxxxxxxxxxxx, XX 00000 Facsimile No.: (this "Supplemental 000) 000-0000 Attention: Corporate Trust Administration Re: 10 5/8% Senior Second Lien Notes due 2017 Reference is hereby made to the Indenture") , dated as of May 7, 2010 (the “Indenture”), among [GUARANTOR] (the "New Guarantor")Aspect Software, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO.Inc., a Delaware corporation ("Dex Media East Finance"the “Issuer”), as issuer, the Guarantors party thereto and together U.S. Bank National 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 CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Concerto Software (Japan) Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset DispositionSale) or Section 4.08 (Change of Control) of the Indenture, check the box: Asset Disposition [ ] Sale o Change of Control [ ] o If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000): $ $______________ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Security) this Note Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL FACE OF EXCHANGE NOTE]3 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) 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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OR SECTION 9.05 OF THE INDENTURE] SUPPLEMENTAL , (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.2(b) OF THE APPENDIX TO THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. Each Regulation S Global Note shall bear the following additional legend (as applicable): THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture") dated as of AS DEFINED HEREIN). Each Definitive Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, among [GUARANTOR] (THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Each Note issued with original issue discount shall bear the "New Guarantor")following additional legend: FOR THE PURPOSES OF SECTIONS 1272, a subsidiary of DEX MEDIA EAST LLC(or its successor)1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, a Delaware limited liability company (the "Company")AS AMENDED, DEX MEDIA EAST FINANCE COTHIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $985.02, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $14.98, THE ISSUE DATE IS SEPTEMBER 30, 2009 AND THE YIELD TO MATURITY IS 11.00% PER ANNUM., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: Indenture (Acco Brands Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.12 or 4.08 (Change of Control) 4.18 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.12 ¨ Section 4.18 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.12 or 4.08 Section 4.18 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: SIGNATURE GUARANTEE: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the SecurityRegistrar, 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. 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 Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee: ------------------------------------------------- Signature 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. The following exchanges of a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Videotron Ltd. 000 Xx. Xxxxxxx Xxxxxx Montréal, Québec H3C 4M8 Canada Attention: Vice President, Legal Affairs Computershare Trust Company of Canada Attention: Manager, Corporate Trust Services Facsimile No.: (this "Supplemental 000) 000-0000 Re: 5.75% Senior Notes due January 15, 2026 Reference is hereby made to the Indenture") , dated as of September 15, 2015 (the “Indenture”), among [GUARANTOR] Videotron Ltd., as issuer (the "New Guarantor"“Company”), a subsidiary the Subsidiary Guarantors party thereto and Computershare Trust Company of DEX MEDIA EAST LLC(or its successorCanada, 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”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Videotron Ltee)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.11 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ ; Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Principal Amount Amount of Decrease Amount of Increase Maturity of this in Principal Amount in Principal Amount Global Following at Maturity of this at Maturity of this such Decrease (this "Supplemental or Date of Exchange Global Note Global Note Increase) Helix Energy Solutions Group, Inc. 400 X. Xxx Xxxxxxx Parkway E., Suite 400 Houston, Texas 77060 Facsimile: (000) 000-0000 Attention: General Counsel Wxxxx Fargo Bank, National Association 1000 Xxxx Xxxxxx, 2nd Floor Dallas, Texas 75202 Facsimile: (000) 000-0000 Attention: Pxxxxxx Xxxxxxxx Re: 9.5% Senior Notes due 2016 Reference is hereby made to the Indenture") , dated as of December 21, 2007 (the “Indenture”), among [GUARANTOR] Helix Energy Solution Group, Inc., a Minnesota corporation (the "New Guarantor"“Company”), a subsidiary the Guarantors and Wxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Helix Energy Solutions Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control Section 4.11 [ ] Section 4.15 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.11 or 4.08 Section 4.15 of the Indenture, state the amount (you elect to have purchased: $1,000 or an integral multiple thereof): $ ____________________. Date: _____________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant ____________________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental * This schedule should be included only if the Note is issued in global form. Beasley Mezzanine Holdings, LLC 3033 Riviera Drive Suite 200 Naples, Florida 34103 Attention: Marie Tedesco Wilmington Trust, National Association Global Capital Markets 277 Park Avenue, 25th Floor New York, New York 10172 Attention: Beasley Mezzanine Holdings, LLC Notes Administrator Re: 9.200% Senior Secured Second Lien Notes due 2028 Reference is hereby made to the Indenture") , dated as of October 8, 2024 (the “Indenture”), among [GUARANTOR] Beasley Mezzanine Holdings, LLC, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Second Lien Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________________________ (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security purchased by the Issuers Note or a portion thereof repurchased pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.16 of the Indenture, check the box: Asset Disposition [ ] Change If the purchase is in part, indicate the portion (in denominations of Control [ ] If €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 of this Security purchased by the Issuers pursuant to Section 4.06 or 4.08 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ Datebe purchased: Your Signaturesignature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Signature GuaranteeDate: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] Certifying Signature: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY A3 The initial principal amount of this Global Security Note is $[ ]. The following increases or decreases in this Global Security Note have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 0 Include if Global Note. (this "Supplemental Transfers pursuant to § 2.06(b)(ii) of the Indenture") The Bank of New York Mellon, as Transfer Agent Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Attn: Corporate Trust Office Re: 9.5 % Senior Secured Notes Due 2016 (the “Notes”) Reference is hereby made to the Indenture dated as of December 16, 2009 (the “Indenture”) among the Issuer named therein, the Subsidiary Guarantors named therein, BNY Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, as transfer agent and principal paying agent and The Bank of New York Mellon (Luxembourg) S.A. as registrar, Luxembourg paying agent and transfer agent. Capitalized terms used but not defined herein shall have the meanings given 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 Rule 144A Global Note (ISIN No. ; Common Code ) with the Depositary in the name of [GUARANTORname of transferor] (the "New Guarantor"“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. ; Common Code ). In connection with such request, a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together Transferor does hereby certify that such transfer has been effected in accordance with the Company, transfer restrictions set forth in the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Notes and:

Appears in 1 contract

Samples: Indenture (Invitel Holdings a/S)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (this "Supplemental or increase) Signature of authorized officer of Trustee or Custodian TerraForm Global Operating, LLC 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX Attention: Investor Relations U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN Attention: Xxxx Xxxxxxxx Re: 9.75% Senior Notes due 2022 Reference is hereby made to the Indenture") , dated as of August 5, 2015 (the “Indenture”), among [GUARANTOR] TerraForm Global Operating, LLC, as issuer (the "New Guarantor"“Issuer”), a subsidiary the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Terraform Global, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) 4.09 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] ¨ If you want to elect to have only part of this Security Note purchased by the Issuers pursuant to Section 4.06 or 4.08 4.09 of the Indenture, state the amount (in principal amount: $1,000 or an integral multiple thereof): $ Date[•] Dated: _______________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note.) Signature Guarantee: ------------------------------------------------- Signature Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Registrar in addition to, or other signature guarantor acceptable in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. * [If the Note is to be issued in global form add the Trustee. Global Notes Legend from Exhibit 1 of the Rule 144A/Regulation S/IAI Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIESNOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]NOTE”.] No. The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of ______ $ ______ Boise Paper Holdings, among [GUARANTOR] (the "New Guarantor"), a subsidiary of DEX MEDIA EAST LLC(or its successor)L.L.C., a Delaware limited liability company (the "company, and Boise Finance Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance"corporation, and together with the Companypromise to pay to [•], or registered assigns, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation principal sum of $[•] [("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, as such sum may be increased or decreased as reflected on the "Existing Guarantors"Schedule of Increases or Decreases in Global Note attached hereto)] on November 1, 2017. Interest Payment Dates: May 1 and U.S. BANK November 1; commencing May 1, 2010. Record Dates: April 15 and October 15. Additional provisions of this Note are set forth on the other side of this Note. IN WITNESS HEREOF, Boise Paper Holdings, L.L.C. and Boise Finance Company have caused this instrument to be duly executed. BOISE PAPER HOLDINGS, L.L.C., by Name: Title: by Name: Title: BOISE FINANCE COMPANY, by Name: Title: by Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATIONASSOCIATION as Trustee, a national banking association, as trustee under certifies that this is one of the indenture Notes referred to below (in the "Trustee").Indenture. by Authorized Signatory Dated:

Appears in 1 contract

Samples: Indenture (Bz Intermediate Holdings LLC)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ____________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security Note is $[ ]___________. The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. APX Group, Inc. 0000 Xxxxx 000 Xxxx Xxxxx, XX 00000 Facsimile: (this "Supplemental 000) 000-0000 Attention: Chief Legal Officer Wilmington Trust, National Association Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Facsimile No.: (000) 000 0000 Attention: APX Group, Inc., Administrator Re: 5.75% Senior Notes due 2029 Reference is hereby made to the Indenture") , dated as of July 9, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among [GUARANTOR] APX Group, Inc. (the "New Guarantor"“Issuer”), a subsidiary the Guarantors (as defined therein) from time to time party hereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Transfer Agent and Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ____________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$_______________ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Vivint Smart Home, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10, Section 4.14 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 ¨ Section 4.19 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10, Section 4.14 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL * This schedule should be included only if the Note is issued in global form. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (this "Supplemental Indenture"AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) dated as of OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, among [GUARANTOR] AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (the "New Guarantor"1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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), a Delaware limited liability company (the "Company")ANY TRANSFER, DEX MEDIA EAST FINANCE PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., a Delaware corporation HAS AN INTEREST HEREIN. “THE SECURITY ("Dex Media East Finance"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, and together with the CompanyAS 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 PROVIDED BY RULE 144A THEREUNDER. 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) INSIDE 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) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER 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 OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.” No. $ promises to pay to or registered assigns, the "Issuers")principal sum of DOLLARS on May 15, LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] 2017. Interest Payment Dates: May 15 and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").November 15 Record Dates: May 1 and November 1

Appears in 1 contract

Samples: Indenture (Concerto Software (Japan) Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases Note for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount at Maturity of this Global Note Following such decrease (this "Supplemental or increase) Signature of Authorized Signatory of Trustee or Note Custodian The GEO Group, Inc. One Park Place 620 XX 00xx Xxxxxx Xxxxx 000 Xxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxx Xxxxx Fargo Bank - DAPS Reorg. MAC N9303-121 600 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 5 1/8% Senior Notes due 2023 Reference is hereby made to the Indenture") , dated as of March 19, 2013 (the “Indenture”), among [GUARANTOR] The GEO Group, Inc., a Florida corporation (the "New Guarantor"“Company”), a subsidiary the Initial Guarantors (as defined in the Indenture) and Xxxxx Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Execution Version (Geo Group Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Supplemental Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE * The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Supplemental Indenture) has, jointly and severally, unconditionally and absolutely guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Supplemental Indenture, dated as of September 21, 2010 (the “Supplemental Indenture”), among MetroPCS Wireless, Inc., (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Supplemental Indenture are expressly set forth in Article 10 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Note Guarantee. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [FORM NAME OF SUPPLEMENTAL INDENTUREGUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") ”), dated as of , 200 , among [GUARANTOR] (the "New Guarantor"“Guaranteeing Subsidiary”), a subsidiary of DEX MEDIA EAST LLC(or (or its permitted successor), a Delaware limited liability company corporation (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers")other Guarantors (as defined in the Supplemental Indenture referred to herein) and Xxxxx Fargo Bank, LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking associationN.A., as trustee under the indenture Supplemental Indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: First Supplemental Indenture (Metropcs Communications Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: ____________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Finance of America Funding LLC 0000 Xxxxxxx Xxxxxxx, Xxxxx 000 Plano, Texas 75024 Attention: General Counsel Telephone: (this "Supplemental 000) 000-0000 U.S. Bank Trust Company, National Association 000 Xxxxxxxx Xxx X St. Xxxx, MN 55107 Electronic Mail: xxxxxx.xxxx@xxxxxx.xxx Attention: Global Corporate Trust Services – Finance of America Funding LLC Reference is hereby made to the Indenture") , dated as of October 31, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among [GUARANTOR] (the "New Guarantor"), a subsidiary Finance of DEX MEDIA EAST LLC(or its successor)America Funding LLC, a Delaware limited liability company (the "Company"“Issuer”), DEX MEDIA EAST FINANCE CO.the Guarantors named therein, a Delaware corporation Finance of America Companies Inc. ("Dex Media East Finance", solely with regard to Section 6.03 of the Indenture) and together with the U.S. Bank Trust Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATIONNational Association, a national banking association, as trustee under Trustee and Collateral Trustee. Capitalized terms used but not defined herein shall have the indenture referred meanings given to below them in the Indenture. ____________________ (the "Trustee"“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 (Finance of America Companies Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect wish to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 411 or 4.08 (Change of Control) Section 415 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] ]. If you want to elect wish to have only part a portion of this Security Note purchased by the Issuers Company pursuant to Section 4.06 411 or 4.08 Section 415 of the Indenture, state the amount ($1,000 or an integral multiple thereof): in principal amount) below: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Securitythis Note) Signature Guarantee: ------------------------------------------------- Signature Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Note Registrar in addition to, or other signature guarantor acceptable to in substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal Date of Exchange Amount of decreases in Principal Amount of this Global Note Amount of increases in Principal Amount of this Global Note Principal amount of this Global Security is $Note following such decreases or increases Signature of authorized officer of Trustee or Notes Custodian On or after [ ], 20[ ] WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Department19 Re: HD Supply, Inc. (the “Company”) Ladies and Gentlemen: This letter relates to $ principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). The following increases or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"Pursuant to Section 313(3) of the Indenture dated as of April 12, among 2012, relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [GUARANTORTemporary] Regulation S Global Note and (2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the "New Guarantor"“Act”) or (ii) a 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 19 Insert successor address or Trustee, as applicable. WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Department20 Re: HD Supply, 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 Securities Act of 1933, as amended (the “Securities Act”), a subsidiary of DEX MEDIA EAST LLC(or its successor)and accordingly, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, we hereby certify as trustee under the indenture referred to below (the "Trustee").follows:

Appears in 1 contract

Samples: Indenture (Hd Supply, Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) 4.16 of the Supplemental Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers pursuant to Section 4.06 4.11 or 4.08 Section 4.16 of the Supplemental Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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 (this "Supplemental or increase) Signature of authorized officer of Trustee or Note Custodian CCO Holdings, LLC CCO Holdings Capital Corp. 000 Xxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Administration Re: CCO Holdings, LLC and CCO Holdings Capital Corp. ☐ 5.375% Senior Notes due 2029 (CUSIP [ ]) (the “Notes”) Reference is hereby made to the Indenture") , dated as of May 23, 2019, among [GUARANTOR] CCO Holdings, LLC (the "New Guarantor"“CCO Holdings”), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS CCO Holdings Capital Corp. (together with LCICCO Holdings, the "Existing Guarantors"“Issuers”)] , and U.S. BANK NATIONAL ASSOCIATIONThe Bank of New York Mellon Trust Company, a national banking associationN.A., as trustee under trustee, as supplemented by the indenture referred to below First Supplemental Indenture dated as of May 23, 2019 (the "Trustee"“Supplemental 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: First Supplemental Indenture (Cco Holdings Capital Corp)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.14 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.14 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: _________________ Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant :* __________________________________ * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C 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. c/o JELD-WEN, Inc. 000 X. Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Fax No.: 000-000-0000 Attention: General Counsel Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Fax No.: 000-000-0000 Attention: JELD-WEN, Inc. Administrator Re: JELD-WEN, Inc., [FORM OF SUPPLEMENTAL INDENTURE4.625][4.875]% Senior Notes due [2025][2027] SUPPLEMENTAL INDENTURE (this "Supplemental Reference is hereby made to the Indenture") , dated as of December 14, 2017 (the “Indenture”), among [GUARANTOR] JELD-WEN, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 3.7 or 4.08 (Change of Control) 3.9 of the Indenture, check the box: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 3.7 or 4.08 3.9 of the Indenture, state the amount in principal amount ($must be in denominations of €100,000 or integral multiples of €1,000 or an integral multiple in excess thereof): $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Signature Guarantee: ------------------------------------------------- Signature must The signature(s) should be guaranteed by a participant an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in a recognized an approved signature guaranty guarantee medallion program or other signature guarantor acceptable program), pursuant to SEC Rule 17Ad-15. Axalta Coating Systems, LLC Two Commerce Square 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Capital Markets Reference is hereby made to the Indenture, dated as of August 16, 2016 (the “Indenture”), among Axalta Coating Systems, LLC, a limited liability company organized under the laws of Delaware (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages thereto, Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), Citigroup Global Markets Deutschland AG, as registrar, and Citibank N.A., London Branch, as a paying agent and authenticating agent. [TO BE ATTACHED TO GLOBAL SECURITIESCapitalized 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] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial or interest in such Note[s] specified in Annex A hereto, in the principal amount of this Global Security is $[ ]. The following increases $ in such Note[s] or decreases in this Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] interests (the "New Guarantor"“Transfer”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.13 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.13 If you want to elect to have only part of this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 4.10 or 4.08 Section 4.13 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ . 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 * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security Note is $[ ]$ . 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 or increases or decreases in the outstanding principal amount of this Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE * This schedule should be included only if the Note is issued in global form. Time Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Xxxxx Fargo Bank, National Association, as Trustee and Registrar – DAPS Reorg MAC N9303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (this "Supplemental 000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 5.75% Senior Notes due 2022 Reference is hereby made to the Indenture") , dated as of April 29, 2014 (the “Indenture”), among [GUARANTOR] Time Inc., the Guarantors listed on Schedule I thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (Time Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL SECURITY NOTE The initial principal amount following exchanges of a part of this Regulation S Temporary Global Security is $[ ]. The following increases Note for an interest in another Global Note, or decreases exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (this "Supplemental or increase) Signature of authorized signatory of Trustee, Depository or Note Custodian The Xxxxxxx Group, Inc. 10000 Xxxxxxxx Xxxxxx Cincinnati, Ohio, 45231, Attention: Chief Financial Officer Xxxxx Fargo Bank – DAPS Reorg. MAC N9303-121 600 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 with a copy to: Xxxxx Fargo Bank, National Association 150 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust – Xxxxxxx Administrator Re: 10.875% Senior Notes Due 2018 Reference is hereby made to the Indenture") , dated as of December 21, 2012 (the “Indenture”), among [GUARANTOR] The Xxxxxxx Group, Inc., as issuer (the "New Guarantor"“Company”), a subsidiary the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of DEX MEDIA EAST LLC(or its successor$ in such Note[s] or interests (the “Transfer”), a Delaware limited liability company to (the "Company"“Transferee”), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Temporary Notes Indenture (Hillman Companies Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Toys “R” Us Property Company I , LLC pursuant to Section 4.06 4.10 (Asset DispositionSale) or 4.08 4.13 (Change of Control) of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security the Note purchased by the Issuers Toys “R” Us Property Company I , LLC pursuant to Section 4.06 4.10 or 4.08 4.13 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Tax Identification Number: Signature Guaranteeguarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in a recognized signature guaranty guarantee medallion program or other signature guarantor acceptable program) Toys “R” Us Property Company I , LLC Xxx Xxxxxxxx Xxx Wayne, NJ 07470 Attention: Chief Financial Officer and General Counsel The Bank of New York Mellon Corporate Finance Xxxx 000 Xxxxxxx Xxxxxx, Floor 8W New York, New York 10286 Attention: Toys “R” Us Property—Trustee Re: Toys “R” Us Property Company I , LLC 10.75% Senior Notes due 2017 Reference is hereby made to that certain Indenture dated July 9, 2009 (the “Indenture”) among Toys “R” Us Property Company I , LLC (“the Company”), the Guarantors party thereto, Toys “R” Us, Inc. and The Bank of New York Mellon, as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of this Global Security is $[ ]Notes held in (check applicable space) book-entry or definitive form by the undersigned. The following increases undersigned (transferor) (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 decreases Notes in this definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE Note (this "Supplemental Indenture") dated as of , among [GUARANTOR] (or the "New Guarantor"portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ¨ hereby requests the Trustee to exchange or register the transfer of a subsidiary Note or Notes to (transferee). In connection with any transfer of DEX MEDIA EAST LLC(or its successor)any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Companyas amended, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together undersigned confirms that such Notes are being transferred in accordance with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Indenture (Toys R Us Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.15 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.15 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Soc. Sec. or Tax Identification No.: Signature Guarantee: ------------------------------------------------- (Signature must be guaranteed by a participant in financial institution that is a recognized signature guaranty medallion program member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantor acceptable guarantee program 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 Exchange Act of 1934, as amended.) SCHEDULE OF EXCHANGES OF NOTES4 4 This should be included only if the Note is issued in global form. Xxxxx Fargo Bank, National Association, as Trustee and Registrar Corporate Trust Services 210 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxxx 00000 Re: 6.125% Senior Notes due 2014 of Xxxxxxxx Offshore Services, Inc. Reference is hereby made to the Indenture, dated as of November 23, 2004 (the “Indenture”), among Xxxxxxxx Offshore Services, Inc. (the “Company”), the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ principal amount of this Notes which are evidenced by one or more Restricted Global Security is $[ ]Notes and held with the Depository in the name of (the “Transferor”). The following increases Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or decreases more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depository. In connection with such request and in this Global Security have respect of such Notes, the Transferor hereby certifies that such transfer has been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"effected in compliance with the transfer restrictions set forth in the legend in Section 2.06(f) dated of the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as of , among [GUARANTOR] amended (the "New Guarantor"“Securities Act”), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (and accordingly the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").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 Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.10 or 4.08 (Change of Control) 4.11 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control [ ] If you want to elect to have only part of this Security Note purchased by the Issuers Company pursuant to Section 4.06 4.10 or 4.08 Section 4.11 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side face of the Securitythis Note) Tax Identification No.: Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Security 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 Security Note, have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 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. WEX Inc. 00 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxx Fax: (this "Supplemental 000) 000-0000 The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxx Place, 38th Floor Pittsburgh, PA 15252 Attn: Corporate Trust Administration Fax: (000) 000-0000 Re: 4.750% Senior Notes due 2023 Reference is hereby made to the Indenture") , dated as of January 30, 2013 (the “Indenture”), among [GUARANTOR] WEX Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the "New Guarantor"“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”), a subsidiary of DEX MEDIA EAST LLC(or its successorto (the “Transferee”), a Delaware limited liability company (the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together as further specified in Annex A hereto. In connection with the CompanyTransfer, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (WEX Inc.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.12 or 4.08 (Change of Control) 4.17 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.12 ☐ Section 4.17 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.12 or 4.08 Section 4.17 of the Indenture, state the amount ($1,000 or an integral multiple thereof): you elect to have purchased: $ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the Security) Soc. Sec. or Tax Identification No.: Signature Guarantee: ------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable XXXXXXX X-0 The Bank of New York Mellon, London Branch, as Trustee Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Attention: Manager Corporate Trust Services Re: First Lien Senior Secured Notes due 2023 of CGG Holding (U.S.) Inc. Reference is hereby made to the Indenture, dated as of [●], 2018 (the “Indenture”), among CGG Holding (U.S.) Inc. (the “Company”), any guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ principal amount of this Notes which are evidenced by one or more (i) Rule 144A Global Security is $[ ]Notes and held with the Common Depositary or (ii) IAI Global Notes and held with the Common Depositary, in either case in the name of (the “Transferor”). The following increases Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or decreases more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depository. In connection with such request and in this respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Security have been made: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as of , among [GUARANTOR] amended (the "New Guarantor"“Securities Act”), a subsidiary of DEX MEDIA EAST LLC(or its successor), a Delaware limited liability company (and accordingly the "Company"), DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").Transferor hereby further certifies that:

Appears in 1 contract

Samples: Indenture (CGG Marine B.V.)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Company pursuant to Section 4.06 (Asset Disposition) 4.11 or 4.08 (Change of Control) Section 4.19 of the Indenture, check the boxappropriate box below: Asset Disposition [ ] Change of Control Section 4.11 [ ] Section 4.19 If you want to elect to have only part of this Security the Note purchased by the Issuers Company pursuant to Section 4.06 4.11 or 4.08 Section 4.19 of the Indenture, state the amount ($1,000 or an integral multiple thereof): $ you elect to have purchased: Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side theface of the Securitythis Note) Tax Identification No.: _______________ Signature Guarantee*: ------------------------------------------------- Signature must be guaranteed by a participant * Participant in a recognized signature guaranty medallion program Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount following exchanges of a part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM Date of Exchange Amount ofDecrease inPrincipal Amountat Maturity of thisGlobal Note Amount ofIncrease inPrincipal Amountat Maturity of thisGlobal Note Principal AmountMaturity of thisGlobal Followingsuch Decrease (orIncrease) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "New Guarantor"“DTC”), a subsidiary of DEX MEDIA EAST LLC(or its successorTO 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), a Delaware limited liability company (the "Company")ANY TRANSFER, DEX MEDIA EAST FINANCE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., a Delaware HAS AN INTEREST HEREIN. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) 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 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES 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 AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). No. Principal Amount: $ 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation ("Dex Media East Finance"the “Company”), and together with which term includes any successor under the CompanyIndenture hereinafter referred to, for value received, promises to pay to CEDE & CO., or its registered assigns, the "Issuers")principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on April 1, LCI INTERNATIONAL, INC2021., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").

Appears in 1 contract

Samples: Indenture (Continental Resources, Inc)

OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security Note purchased by the Issuers Issuer pursuant to Section 4.06 (Asset Disposition) 4.12 or 4.08 (Change of Control) 4.17 of the Indenture, check the boxbox below: Asset Disposition [ ] Change of Control [ ] ☐ Section 4.12 ☐ Section 4.17 If you want to elect to have only part of this Security the Note purchased by the Issuers Issuer pursuant to Section 4.06 4.12 or 4.08 Section 4.17 of the Indenture, state the amount (you elect to have purchased: $1,000 or an integral multiple thereof): $ _____________________ Date: Your Signature: ------------------- ---------------------------- (Sign exactly as your name appears on the other side of the SecurityNote) Signature GuaranteeTax Identification No.: ------------------------------------------------- Signature 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) SIGNATURE GUARANTEE: The following exchanges of a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount part of this Global Security is $[ ]. The following increases 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 Security Note, have been made: EXHIBIT C [FORM THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF SUPPLEMENTAL INDENTURE] SUPPLEMENTAL INDENTURE 1933, AS AMENDED (this "Supplemental Indenture") dated as of , among [GUARANTOR] (the "New Guarantor"THE “SECURITIES ACT”), a subsidiary of DEX MEDIA EAST LLC(or its successor)AND MAY NOT BE OFFERED, a Delaware limited liability company (the "Company")SOLD, DEX MEDIA EAST FINANCE CO.PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, a Delaware corporation ("Dex Media East Finance", and together with the Company, the "Issuers"), LCI INTERNATIONAL, INC., a Delaware corporation ("LCI"), [OTHER EXISTING GUARANTORS (together with LCI, the "Existing Guarantors")] and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the "Trustee").THE ACQUIRER

Appears in 1 contract

Samples: 144a Global Note (GameStop Corp.)

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