RESOURCES CORPORATION. By: ---------------------------- Name: Title:
RESOURCES CORPORATION. By: /s/ Barth E. Whitham ----------------------------------------- Name: Barth E. Whitham Title: Presidxxx xxx Chief Operating Officer WESTPORT ENERGY LLC: By: WESTPORT INVESTMENTS LIMITED, its Managing Member By: /s/ Robert A. Haas ------------------------------------ Name: Robert A. Haas Title: Vicx Xxxxxxxxx ERI INVESTMENTS, INC.: By: /s/ Kenneth J. Kubacki ----------------------------------------- Name: Kenneth J. Kubacki Title: Vicx Xxxxxxxxx MEDICOR FOUNDATION: By: /s/ Ursula Haas ----------------------------------------- Name: Ursula Haas Title: President By: /s/ Michael Russell ----------------------------------------- Name: Michael Russell Title: Member xx Xxxxxxx /s/ Robert A. Belfer --------------------------------------------- ROBERT A. BELFER /s/ Jack Saltz --------------------------------------------- JACK SALTZ SALTZ INVESTMENT GROUX, XXX: Xx: /x/ Xack Saltz ----------------------------------------- Name: Jack Saltz Title: Manager anx Xxxxxx JACK & ANITA SALTZ FOUNDATION: By: /x/ Jxxx Xxxxx ----------------------------------------- Name: Jack Saltz Title: President THE ROBERT A. AND RENEE E. BELFER FAMIXX XXXXXXTION: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Trustex xxx Xxxxx BELFER CORP.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Presixxxx BELWEST PETROLEUM, INC.: Xx: /x/ Xxxxxx X. Xxxxxx ----------------------------------------- Name: Robert A. Belfer Title: Presxxxxx A&B INVESTORS, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: ________________________________ RENEE HOLDINGS PARTNERSHIP, L.P.: Xx: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Genexxx Xxxxxxx THE LAURENCE D. BELFER FAMILY FOUNDATION: Xx: /x/ Xxxxxnce D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Trxxxxx xxx Xxxxx LDB CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Prxxxxxxx
RESOURCES CORPORATION. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 8 7/8% Senior Notes due 2021 (the “Notes”) Aggregate Principal Amount $750,000,000 Distribution 144A / Regulation S with Registration Rights Maturity Date May 15, 2021 Issue Price 99.247% Coupon 8.875% Yield to Maturity 9.000% Interest Payment Dates May 15 and November 15 of each year, beginning on May 15, 2013 Record Dates May 1 and November 1 of each year Trade Date October 23, 2012 Settlement Date November 6, 2012 (T+10) We expect that delivery of the Notes will be made against payment therefor on or about the tenth business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+10”). Under Rule 15c6-1 of the Commission under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the trade date or the following six trading days will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes before their delivery should consult their own advisor. Optional Redemption On or after November 15, 2016, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on November 15 of the years indicated below: 2016 104.438% 2017 102.219% 2018 and thereafter 100.000% Equity Clawback Up to 35% at 108.875% prior to November 15, 2015 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to November 15, 2016 Change of Control Put 101% plus accrued and unpaid interest (following a Rating Decline) Joint Book-Running Managers Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxxx, Xxxxx & Co. Co-Managers BMO Capital Markets Corp. Capital One Southcoast, Inc. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Natixis Securities Americas LLC RBC Capital Markets, LLC RBS ...
RESOURCES CORPORATION. By: ------------------------------------ Name: Xxxx X. Xxxxxxxxx Title: President
RESOURCES CORPORATION. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current wholly owned subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 9.250% Senior Notes due 2022 (the “Notes”) Aggregate Principal Amount $400,000,000 (increased from $300,000,000) Distribution 144A / Regulation S with Registration Rights Maturity Date February 15, 2022 Issue Price 100%, plus accrued interest, if any, from August 13, 2013 Coupon 9.250% Yield to Maturity 9.250% Interest Payment Dates February 15 and August 15 of each year, beginning on February 15, 2014 Record Dates February 1 and August 1 of each year Trade Date August 8, 2013 Settlement Date August 13, 2013 (T+3) We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Optional Redemption On or after August 15, 2017, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on August 15 of the years indicated below: 2017 104.625 % 2018 102.313 % 2019 and thereafter 100.000 % Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to August 15, 2017 Equity Clawback Up to 35% at 109.250% prior to August 15, 2016 Change of Control 101% plus accrued and unpaid interest (following a Rating Decline) Joint Book-Running Managers BMO Capital Markets Corp. Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Co-Managers RBC Capital Markets, LLC Xxxxxxx, Xxxxx & Co. Credit Agricole Securities (USA) Inc. Capital One Securities, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC Natixis Securities Americas LLC RBS Securities Inc. Credit Suisse Securities (USA) LLC Comerica Securities, Inc. KeyBanc Capital Markets Inc. Scotia Capital (USA) Inc. CUSIP and ISIN Numbers Rule 144A CUSIP: 40537Q AE0 Regulation S CUSIP: U4057P AD7 Rule 144A ISIN: US40537QAE08 Regulation S CUSIP: USU4057PAD79 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
RESOURCES CORPORATION. Guarantors The notes will be jointly and severally guaranteed by all the Issuer’s current restricted subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility.
RESOURCES CORPORATION. If the name change is approved, Borrower intends to cause the names of the majority of its Subsidiaries to also be changed.
RESOURCES CORPORATION. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- SCHEDULE C Form of Notice to Underlying Company NOTICE OF PLEDGE OF OWNERSHIP INTEREST TO: _________________ (the "Company")
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RESOURCES CORPORATION. By: ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series B Fixed Rate Notes described in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By: ------------------------------------- Authorized Signatory THE DOE RUN RESOURCES CORPORATION 11 1/4% Senior Note due 2005, Series B
