Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchasers and the Issuers in accordance with its terms. RSC EQUIPMENT RENTAL, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Notes is required hereunder, Securities or Exchange Notes, as applicable, held by the Issuers any Issuer or their affiliates its Affiliates (other than subsequent Holders of Securities or Exchange Notes if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such SecuritiesSecurities or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Issuers a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become Agreement and your acceptance shall represent a binding agreement between the Purchasers Issuers and the Issuers in accordance with its termsseveral Initial Purchasers. RSC EQUIPMENT RENTALVery truly yours, INC. CLEARWAY ENERGY OPERATING LLC By Clearway Energy LLC, as managing member By: /s/ Xxxxx X. Xxxxxx Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx Title: Senior Vice President & Chief Financial Officer CLEARWAY ENERGY LLC By Clearway Energy, Inc., as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President and Chief Financial Officer ALTA WIND 1-5 HOLDING COMPANY, LLC, as Guarantor By Alta Wind Company, LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and Treasurer UB FUEL CELL, LLC CENTRAL CA FUEL CELL 1, LLC, as Guarantors By NYLD Fuel Cell Holdings LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and Treasurer ALTA WIND COMPANY, LLC NYLD FUEL CELL HOLDINGS LLC NRG SOUTH TRENT HOLDINGS LLC NRG YIELD DGPV HOLDING LLC NRG YIELD RPV HOLDING LLC NRG SOLAR LAS VEGAS MB 1 LLC NRG SOLAR IGUANA LLC SOLAR FLAGSTAFF ONE LLC NRG SOLAR STAR LLC NRG SOLAR TABERNACLE LLC SPP FUND III, LLC SPP FUND II HOLDINGS, LLC SPP ASSET HOLDINGS, LLC PORTFOLIO SOLAR I, LLC THERMAL CANADA INFRASTRUCTURE HOLDINGS LLC THERMAL INFRASTRUCTURE DEVELOPMENT HOLDINGS, LLC as Guarantors, By Clearway Energy Operating LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President, General Counsel Chief Financial Officer and Corporate Secretary RSC HOLDINGS IIITreasurer SPP FUND II, LLC By: RSC Holdings SPP FUND II-B, LLC, its manager as Guarantors By SPP Fund II Holdings, LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and sole member Treasurer Accepted as of the date hereof RBC CAPITAL MARKETS, LLC Acting on behalf of itself and as the Representative of the several Initial Purchasers By: RBC Capital Markets, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx. X. Xxxxx Title: Managing Director By: /s/ and Head of Global Leveraged Finance SCHEDULE I Initial Purchasers RBC Capital Markets, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Incorporated Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. MUFG Securities Americas Inc. KeyBanc Capital Markets Inc. ANNEX A Each Broker-Dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Notes received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. Each of the Company, Clearway LLC and the Subsidiary Guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this Prospectus available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes received in exchange for Existing Notes Securities where such Existing Notes Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have Company, Clearway LLC and each of the Subsidiary Guarantors has agreed that, for a period starting on the expiration date and ending on the close of 90 days business one year after the Expiration Date (as defined herein)expiration date, it they will make this Prospectus Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. See In addition, until , 20 , all dealers effecting transactions in the Exchange Notes may be required to deliver a Prospectus. The Company, Clearway LLC and the Subsidiary Guarantors will not receive any proceeds from any sale of Exchange Notes by brokers-dealers. Exchange Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Notes. Any Broker-Dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “Plan underwriter” within the meaning of Distribution”the Act and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, each of the Company, Clearway LLC and the Subsidiary Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Samples: Registration Rights Agreement (Clearway Energy LLC)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTAL, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. Xxxxx Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”.
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Initial Purchasers and the Issuers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, CHAMPION HOME BUILDERS CO. By: -------------------------------- Name: Title: CHAMPION ENTERPRISES, INC. By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC [GUARANTORS] By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securitiesfirst above written. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers INC. By: Deutsche Bank Securities Inc. CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxxx Xxxxx ____________________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION
Appears in 1 contract
Samples: A 1 Homes Group Inc
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers Bear Steaxxx & Xo. Inc. a counterpart hereof, whereupon this instrument, along with all counterparts, 28 28 Agreement will become a binding agreement between the Purchasers among Globalstar, Globalstar Capital and the Issuers several Initial Purchasers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, GLOBALSTAR, L.P. by LORAL/QUALCOMM SATELLITE SERVICES, L.P., its managing general partner, by LORAL/QUALCOMM PARTNERSHIP, L.P. its general partner, by LORAL GENERAL PARTNER, INC. By: its general partner, by /s/ Xxxxx X. Eric Xxxxxx __________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentGLOBALSTAR CAPITAL CORPORATION, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: by /s/ Xxxxx X. Eric Xxxxxx __________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel 29 29 The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. first above written. BEAR, STEAXXX & XO. INC. by /s/ John Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx __________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: DONAXXXXX, XXFKIN & JENRXXXX XECURITIES CORPORATION by /s/ Xxxxx Xxxxx Hoyt Xxxxxxxx __________________________ Name: Xxxxx Xxxxx Title: Managing Director LEHMXX XXXTHERS INC. by /s/ Stepxxx Xxxxx __________________________ Name: Title: 30 ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." 31 ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution." 32 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for existing Notes where such existing Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. */ The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer for the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 34 ANNEX D / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _______________________________________________________ Address: ____________________________________________________ ____________________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Appears in 1 contract
Samples: Globalstar Capital Corp
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Notes is required hereunder, Securities or Exchange Notes, as applicable, held by the Issuers any Issuer or their affiliates its Affiliates (other than subsequent Holders of Securities or Exchange Notes if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such SecuritiesSecurities or Exchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Issuers a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become Agreement and your acceptance shall represent a binding agreement between the Purchasers Issuers and the Issuers in accordance with its termsseveral Initial Purchasers. RSC EQUIPMENT RENTALVery truly yours, INC. NRG YIELD OPERATING LLC, as Issuer By: /s/ Xxxxx Xxxxxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxxxxxx X. Xxxxx Title: Managing Director President and Chief Executive Officer NRG YIELD LLC, as Parent Guarantor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each brokerSecretary ALTA WIND 1-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus5 HOLDING COMPANY, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning LLC ALTA WIND COMPANY, LLC NRG ENERGY CENTER OMAHA LLC NRG ENERGY CENTER OMAHA HOLDINGS LLC NYLD FUEL CELL HOLDINGS LLC NRG SOUTH TRENT HOLDINGS LLC NRG YIELD DGPV HOLDING LLC NRG YIELD RPV HOLDING LLC UB FUEL CELL, LLC, as Subsidiary Guarantors By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: President Accepted as of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.date hereof
Appears in 1 contract
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Purchasers Initial Purchaser and the Issuers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, CHEROKEE INTERNATIONAL, LLC By: /s/ XXXXXX XXXXX --------------------------------- Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer CHEROKEE INTERNATIONAL FINANCE, INC. By: /s/ Xxxxx X. Xxxxxx XXXXXX XXXXX --------------------------------- Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. first above written. CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxxx Xxxxx XXXX XXXXXXXXX --------------------------------- Name: Xxxx Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein) (or such shorter period during which such broker-dealers are required by law to deliver this prospectus), it they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. For more details, see "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION
Appears in 1 contract
Samples: Cherokee International Finance Inc
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Issuers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, INCMIDWEST GENERATION, LLC By: /s/ XXXX X. XXXXXXXX, XX. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President MIDWEST FINANCE CORP. By: /s/ Xxxxx XXXX X. Xxxxxx XXXXXXXX, XX. Name: Xxxxx Xxxx X. Xxxxxx Xxxxxxxx, Xx. Title: Senior Vice President, General Counsel President The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted accepted as of the date hereoffirst above written. CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC., XXXXXX BROTHERS INC. As representatives of the Initial Purchasers By: Deutsche Bank Securities CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Director SCHEDULE A Credit Suisse First Boston LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, Xxxxxx Brothers Inc. UBS Securities LLC Barclays Capital KBC Financial Products USA Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2004, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. QuickLinks
Appears in 1 contract
Samples: Registration Rights Agreement (Midwest Generation LLC)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount (or principal amount at maturity) of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Issuers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, MEDIQ/PRN LIFE SUPPORT SERVICES INC., By: ------------------------------------ Name: Title: MEDIQ INCORPORATED, By: ------------------------------------ Name: Title: MEDIQ INVESTMENT SERVICES, INC. ., By: /s/ Xxxxx X. Xxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentMEDIQ MOBILE X-RAY SERVICES, General Counsel and Corporate Secretary RSC HOLDINGS IIIINC., LLC By: RSC Holdings II------------------------------------ Name: Title: VALUE-MED PRODUCTS, LLCINC., its manager and sole member By: /s/ Xxxxx X. Xxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentMEDIQ MANAGEMENT SERVICES, General Counsel INC., By: ------------------------------------ Name: Title: MEDIQ DIAGNOSTIC CENTERS, INC., By: ------------------------------------ Name: Title: MEDIQ DIAGNOSTIC CENTERS-I, INC., By: ------------------------------------ Name: Title: MDTC HADDON, INC., By: ----------------------------------- Name: Title: MEDIQ IMAGING SERVICES, INC., By: ----------------------------------- Name: Title: AMERICAN CARDIOVASCULAR IMAGING LABS, INC., By: ----------------------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities first above written. CREDIT SUISSE FIRST BOSTON CORPORATION NATIONSBANC XXXXXXXXXX SECURITIES LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers BANQUE NATIONALE de PARIS By: Deutsche Bank Securities Inc. CREDIT SUISSE FIRST BOSTON CORPORATION -------------------------------------- By: /s/ Xxxxxxxxx Xxxxx --------------------------------------- Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to an Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to an Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. --------------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offers (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ----------------------------------- Address: ----------------------------------- ----------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Appears in 1 contract
Samples: Mediq Inc
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Purchasers several Initial Purchasers, the Issuers and the Issuers Guarantor in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, WINSTAR COMMUNICATIONS, INC. ., as an Issuer and as Guarantor By: /s/ Xxxxx X. Xxxxxx :__________________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentWINSTAR EQUIPMENT CORP., General Counsel and Corporate Secretary RSC HOLDINGS III, LLC as an Issuer By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx :__________________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BT SECURITIES CORPORATION By: Deutsche Bank Securities Inc. CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxxx Xxxxx :__________________________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the an Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to an Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to an Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. WinStar has agreed to pay all expenses incidental to the Exchange Offers (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. -------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:_______________________________________________________________ Address:____________________________________________________________ ____________________________________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Appears in 1 contract
Samples: Winstar Communications Inc
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Purchasers Purchaser, WEC and the Issuers Xxxxx in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, INC. WEC COMPANY By: /s/ Xxxxx X. D. Xxxxxxx Xxxxxx ------------------------------- Name: Xxxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member VP & CFO XXXXX EQUIPMENT COMPANY By: /s/ Xxxxx X. D. Xxxxxxx Xxxxxx ------------------------------- Name: Xxxxx X. Xxxxxxx Xxxxxx Title: Senior Vice President, General Counsel VP & CFO The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. first above written. Credit Suisse First Boston Corporation By: /s/ Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx ---------------------------------- Name: Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-broker- dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________________, 1999 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________________ Address: ___________________________________________ ___________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Appears in 1 contract
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Issuers in accordance with its terms. RSC EQUIPMENT RENTALVery truly yours, NEXT MEDIA OPERATING, INC. By: /s/ Xxxxx X. Xxxxxx by _______________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentNEXTMEDIA LICENSING, General Counsel and Corporate Secretary RSC HOLDINGS IIIINC. by _______________________________________ Name: Title: NEXTMEDIA OUTDOOR, INC. by _______________________________________ Name: Title: NEXTMEDIA FINANCING, INC. by _______________________________________ Name: Title: NEXTMEDIA OUTDOOR, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx by _______________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX, XXXXX & Co. Incorporated Banc of America Securities CO. DEUTSCHE BANC ALEX. BROWN INC. CIBC WORLD MARKETS CORP. XXXXXX XXXXXX PARTNERS LLC X.X. Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx Xxxxx CREDIT SUISSE FIRST BOSTON CORPORATION by _______________________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution." ANNEX C
Appears in 1 contract
