Signature Guarantee. If you want to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:
Appears in 2 contracts
Samples: Samsonite Holdings Inc, Samsonite Corp/Fl
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect pay to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $__________, or registered assigns, the principal sum of ________ If you want to elect to have all or any part Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security purchased by are set forth on the Company pursuant to Section 4.09 or Section 4.14 other side of the ------------ ------------ Indenture, check the appropriate box: Your Signaturethis Security. Dated: _________________________________, 20___ (Sign exactly UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as your name appears on Trustee, certifies that this is one of the face Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS REVERSE SIDE OF EXCHANGE SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Note Due 2011
Appears in 2 contracts
Samples: United Surgical Partners International Inc, Medical Documenting Systems Inc
Signature Guarantee. If you want Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to have only the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Principal Amount of this Global Note Signature of Amount of decrease Amount of increase in following such authorized officer in Principal Amount Principal Amount of decrease of Trustee or Date of Exchange of this Global Note this Global Note (or increase) Custodian ---------------- ------------------- ---------------- ------------- --------- * This schedule should be included only if the Security purchased by Note is issued in global form. EXHIBIT A2 [Face of Regulation S Temporary Global Note] ================================================================================ CUSIP/CINS __________ No. ___ $__________ XXXXXX'X, INC. promises to pay to CEDE & CO. or registered assigns, the Company pursuant to Section 4.09 or Section 4.14 principal sum of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $___________________________________________________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Dollars on _______________, 2012. Interest Payment Dates: ____________ and ____________ Record Dates: ____________ and ____________ Dated: June 6, 2002 XXXXXX'X, INC. By: ________________________________ Name: Xxxxxx Xxxxx Title: Chief Financial Officer This is one of the ------------ ------------ Notes referred to in the within-mentioned Indenture: BNY MIDWEST TRUST COMPANY, check the appropriate box: Your Signatureas Trustee By: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM Authorized Signatory ================================================================================ A2-1 [Back of Regulation S Temporary Global Note] 8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF LEGEND 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) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (which would be in addition to any other legends required in the case of a Restricted Security3) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN NOTE MAY BE DELIVERED TO THE MEANING TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE HEREINAFTER REFERRED AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF XXXXXX'X, INC. UNLESS AND UNTIL IT IS REGISTERED EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES (AS DEFINED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. INDENTURE GOVERNING THIS NOTE), THIS NOTE IS MAY NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY OR BY A NOMINEE OF THE DEPOSITORY DEPOSITARY TO THE DEPOSITORY DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN DEPOSITARY OR BY THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREDEPOSITARY 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 (A NEW YORK CORPORATION55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("DTCXXX") ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRE SENTATIVE REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT C --------- Form of Certificate To Be Delivered "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO XXXXXX'X, INC., (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, EXECUTES AND DELIVERS TO XXXXXX'X, INC. AND THE TRUSTEE A LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL, IF XXXXXX'X, INC. OR THE TRUSTEE SO REQUESTS, OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF XXXXXX'X, INC. OR THE TRUSTEE SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE." Capitalized terms used herein have the meanings assigned to them in Connection with Transfers the Indenture referred to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:below unless otherwise indicated.
Appears in 1 contract
Samples: Jondex Corp
Signature Guarantee. If you want Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to have only the Trustee). SCHEDULE OF EXCHANGES OF TEMPORARY REGULATION S GLOBAL NOTE The following exchanges of a part of the Security purchased by the Company pursuant this Temporary Regulation S Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Temporary Regulation S Global Note, have been made: Principal Amount [at maturity] of Amount of decrease Amount of increase in this Global Note Signature of in Principal Amount Principal Amount following such authorized officer [at maturity] of [at maturity] of decrease of Trustee or Note Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ---------------- ---------------- ------------- --------- A2-10 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Plastipak Holdings, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000-0000 Xxxxx Fargo Bank Minnesota, National Association 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxxx 00000 Re: 10.75% Senior Notes due 2011 Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state dated as of August 20, 2001 (the amount you elect "Indenture"), between Plastipak Holdings, Inc., as issuer (the "Company"), Plastipak Packaging, Inc., a Michigan Corporation, Whiteline Express, Ltd., a Michigan corporation, Clean Tech, Inc., a Michigan corporation, XXXX Realty, LLC, a Michigan limited liability company (each a "Guarantor" and together the "Guarantors") and Xxxxx Fargo Bank Minnesota, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $them in the Indenture. _________________ If you want ___, (the "Transferor") owns and proposes to elect to have all transfer the Note[s] or any part interest in such Note[s] specified in Annex A hereto, in the principal amount of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: $___________ in such Note[s] or interests (the "Transfer"), to ___________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTCTransferee") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 HEREINas further specified in Annex A hereto. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Indenture (Plastipak Holdings Inc)
Signature Guarantee. If you want Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION Trustee. EXHIBIT B FORM OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: CERTIFICATE _________________, _____ The Bank of New York 000 Xxxxxxx Xxxxxx, 21st Floor New York, New York 10286 Attention: Corporate Trust Administration Protection One Alarm Monitoring, Inc. 0000 Xxxxx Xxxxxxx 000, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: General Counsel Re: Protection One Alarm Monitoring, Inc. (the "Company") 8 1/8% SENIOR SUBORDINATED NOTES DUE 2009 (THE "NOTES") Dear Sirs: This letter relates to U.S. $_______________ principal amount of Notes represented by a Note (Sign exactly as your name appears on the face of this Security"Legended Note") ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture dated as of December 21, 1998 (which would the "Indenture") 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 addition accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of a Restricted Security) in substantially the following formHolder] By: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. ----------------------------------- Authorized Signature EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, _________ , ___ The Bank of New York 000 Xxxxxxx Xxxxxx, 21st Floor New York, New York 10286 Attention: Corporate Trust Administration Re: Samsonite Corporation Protection One Alarm Monitoring, Inc. (the "Companythe"Company") 10 3/48 1/8% Senior Subordinated Notes due 2008 2009 (the "Notes") ---------------------- ------------------------------------------------------- Dear Sirs: In connection with our proposed purchase of $_______ $ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Protection One Alarm Monitoring Inc
Signature Guarantee. A-14 110 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------- ---------------------------------------------- NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have only part of the this Security purchased by the Company pursuant to Section 4.09 4.6 or Section 4.14 4.8 of the Indenture, state check the amount you elect to have purchasedbox: OPTION OF HOLDER TO ELECT PURCHASE $_________________ / / If you want to elect to have all or any only part of this Security purchased by the Company pursuant to Section 4.09 4.6 or Section 4.14 4.8 of the ------------ ------------ Indenture, check state the appropriate boxamount: $ Date: Your Signature: ____________________________________ ----------- -------------------------------------------- (Sign exactly as your name appears on the face other side of this the Security) ___________________________ Signature Guaranteed Guarantee: ------------------------------------------------------------ (Signature must be guaranteed) EXHIBIT B --------- FORM FACE OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (COMPANY, A NEW YORK CORPORATION) CORPORATION ("DTC") ), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, 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 REPRE SENTATIVE REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO AN 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, ____ Re: Samsonite Corporation (the "Company") BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.14 OF THE INDENTURE. B-1 113 No. $ 10 3/41/8% Senior Subordinated Notes due 2008 (Due 2007, Series D CUSIP No. OXFORD AUTOMOTIVE, INC., a Michigan corporation, promises to pay to Cede & Co., or registered assigns, the "Notes") ---------------------- Dear Sirsprincipal sum of [ ] Dollars on June 15, 2007. Interest Payment Dates: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:June 15 and December 15.
Appears in 1 contract
Samples: Oxford Automotive Inc
Signature Guarantee. If you want Exhibit B --------- Form of Certificate to have only part Be Delivered upon Termination of Restricted Period -------------------------------- On or after March 4, 0000 Xxxxx Xxxxxxxx Xxxx xx Xxxxxxxxxxx 000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Division Re: BE Aerospace, Inc. (the Security purchased by "Company") 9-7/8% Senior Subordinated Notes due 2006 (the Company pursuant "Securities") -------------------------------------------------------- Ladies and Gentlemen: This letter relates to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If you want to elect to have all or any part principal amount of this Security purchased Securities represented by the Company pursuant temporary global note certificate (the "Temporary Certificate"). Pursuant to Section 4.09 or Section 4.14 201 of the ------------ ------------ Indenture dated as of January 24, 1996 relating to the Securities (the "Indenture"), check we hereby certify that (1) we are the appropriate boxbeneficial owner of such principal amount of Securities represented by the Temporary Certificate and (2) we are a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Certificated Security representing the undersigned's interest in the principal amount of Securities represented by the Temporary Certificate, all in the manner provided by the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Your Signature: ----------------------------------------- Authorized Signature Exhibit C --------- Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Institutional Accredited Investors ------------------------------------------------------- ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ BE Aerospace, Inc. 0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxxxxx, Xxxxxxx 00000 c/o Fleet National Bank of Connecticut 000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Corporate Trust Division Re: Samsonite Corporation BE Aerospace, Inc. (the "Company") 10 3/49-7/8% Senior Subordinated Notes due 2008 2006 (the "NotesSecurities") ---------------------- Dear Sirs------------------------------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of $____________ aggregate principal amount of the Notes, we confirm thatSecurities:
Appears in 1 contract
Samples: Be Aerospace Inc
Signature Guarantee. If you want EXHIBIT B Form of Certificate _____________ , ____ The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000-0000 Telecopier No.: (000) 000-0000 or 8178 Attention: Capital Markets Fiduciary Services The Chase Manhattan Bank London branch Xxxxxxx Xxxxx 0 Xxxxxx Xxxx Street London E1 9YT Telecopier No.: 011-44-1202-34-7945 Attention: Capital Markets Fiduciary Services RE: CARRIER1 INTERNATIONAL S.A. (THE "COMPANY") 13 1/4% SENIOR EURO NOTES DUE 2009 (THE "NOTES") ------------------------------------------------ Dear Sirs: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_Euro ________________ If principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02(a) of the Indenture dated as of February 19, 1999 (the "Indenture") 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. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 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 the ------------ ------------ Indenture, check the appropriate boxHolder] By: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed ------------------------ Authorized Signatory 20731870.1 EXHIBIT B --------- C FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED CERTIFICATE TO AND IS REGISTERED BE DELIVERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY CONNECTION WITH TRANSFERS TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to NonNON-QIB Accredited Investors ----------------------------------------- ACCREDITED INVESTORS ____________, ____ ReThe Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000-0000 Telecopier No.: Samsonite Corporation (the 000) 000-0000 or 8178 Attention: Capital Markets Fiduciary Services The Chase Manhattan Bank London branch Xxxxxxx Xxxxx 0 Xxxxxx Xxxx Street London E1 9YT Telecopier No.: 011-44-1202-34-7945 Attention: Capital Markets Fiduciary Services RE: CARRIER1 INTERNATIONAL S.A. (THE "CompanyCOMPANY") 10 3/413 1/4% Senior Subordinated Notes due 2008 SENIOR EURO NOTES DUE 2009 (the THE "NotesNOTES") ---------------------- ------------------------------------------------ Dear Sirs: In connection with our proposed purchase of $Euro _______ aggregate principal amount of the Notes, in accordance with Section 2.08(a) of the Indenture referred to below, we confirm that:
Appears in 1 contract
Samples: Carrier1 International S A
Signature Guarantee. 121 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.18 of the Indenture, check the appropriate box: [ ] Section 4.10 [ ] Section 4.18 If you want to have only part of the Security Note purchased by the Company Issuer pursuant to Section 4.09 4.10 or Section 4.14 4.18 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________$ ________________________ (Sign exactly as your name appears on the face of this Security) _______Date: ____________________ Your Signature: -------------------------------------------------- (Sign exactly as your name appears on the face of this Note) ----------------------------- Signature Guaranteed 122 EXHIBIT B --------- [FORM OF LEGEND FOR GLOBAL 144A NOTE] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend ACT OF 1933, AS AMENDED (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE MEANING UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME ORIGINAL ISSUE DATE OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN AND THE NAME LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN ISSUERS, WAS THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OWNER OF THIS SECURITY NOTE (OTHER THAN A OR ANY PREDECESSOR OF SUCH NOTE), RESELL OR OTHERWISE TRANSFER OF THIS SECURITY AS A WHOLE BY NOTE EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE DEPOSITORY ACT, (C) INSIDE THE UNITED STATES TO A NOMINEE OF QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE DEPOSITORY ACT, (D) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC"U.S. BROKER-DEALER) TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT OR ITS AGENT FOR (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, EXCHANGEFURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR PAYMENT, AND ANY CERTIFICATE ISSUED OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS REGISTERED IN THE NAME OF CEDE & CO. BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN SUCH OTHER NAME A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS IS REQUESTED USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY AN AUTHORIZED REPRE SENTATIVE REGULATION S UNDER THE ACT. [FORM OF DTC ASSIGNMENT FOR 144A NOTE] I or we assign and transfer this Note to: (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)Insert assignee's social security or tax I.D. number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, 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. EXHIBIT C --------- Form address and zip code of Certificate To Be Delivered in Connection with Transfers assignee) and irrevocably appoint: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Agent to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (transfer this Note on the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount books of the Notes, we confirm that:Issuer. The Agent may substitute another to act for him.
Appears in 1 contract
Signature Guarantee. If you want to have only part of the Security purchased by the Company EXHIBIT B [FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM GLOBAL SECURITY OR DEFINITIVE SECURITY TO DEFINITIVE SECURITY] (Transfers pursuant to Section 4.09 2.13(a)(1) or Section 4.14 2.13(a)(2) of the Indenture) ------------, state the amount you elect to have purchased----- The Chase Manhattan Bank, as Registrar 600 Xxxxxx Xxxxxx, Suite 1150 Houston, Texas 77002 Attn: OPTION OF HOLDER TO ELECT PURCHASE Institutional Trust Services Re: Transfer of $________ Principal Amount at Maturity of Zero Coupon Convertible Senior Notes due 2021 (the "Securities") of Enron Corp. (the "Issuer") Reference is hereby made to the Indenture dated as of February 7, 2001 (the "Indenture") between the Issuer and The Chase Manhattan Bank, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S. $_________ aggregate principal amount of Securities which are held [in the form of a [Definitive] [Global Security (CUSIP No. _____________ If you want )]* in the name of [name of transferor] (the "Transferor") to elect effect the transfer of Securities. In connection with such request, and in respect of such Securities, the Transferor does hereby certify that such Securities are being transferred in accordance with (i) the transfer restrictions set forth in the Securities and the Indenture and (ii) to have all a transferee that the Transferor reasonably believes is an institutional "accredited investor" (as defined in Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act of 1933, as amended) (an "Institutional Accredited Investor") which is acquiring such Securities for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, over which it exercises sole investment discretion and (iii) in accordance with applicable securities laws of any part state of this Security purchased by the Company United States. [Name of Transferor], By: ----------------------------- Name: --------------------------- Title: -------------------------- Dated: -------------------------- EXHIBIT C [FORM OF NON-DISTRIBUTION LETTER FOR INSTITUTIONAL ACCREDITED INVESTORS] (Transfers pursuant to Section 4.09 2.13(a)(1) or Section 4.14 2.13(a)(2) of the ------------ ------------ Indenture) ----------------, check the appropriate box--- The Chase Manhattan Bank, as Registrar 600 Xxxxxx Xxxxxx, Suite 1150 Houston, Texas 77002 Attn: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREInstitutional Trust Services Enron Corp. 1400 Xxxxx Xxxxxx Xxxxxxx, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Texas 77002
Appears in 1 contract
Samples: Enron Corp/Or/
Signature Guarantee. If you want Date: --------------------------- ------------------------------------- Signature must be guaranteed by a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have only part been made: Amount of the Security purchased by the Company pursuant to Section 4.09 Signature of Amount of increase in Principal amount authorized decrease in Principal of this Global signatory of Principal Amount of Note following Trustee or Section 4.14 Date of the Indenture, state the amount you elect to have purchased: Amount of this this Global such decrease or Securities Exchange Global Note Note increase Custodian ---------- -------------- ----------- ---------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ IF YOU WANT TO ELECT TO HAVE THIS 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (Sign exactly as your name appears on the face of this SecurityASSET SALES) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OR 4.08 (CHANGE OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted SecurityCONTROL) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER CHECK THE BOX: ASSET SALE / / CHANGE OF CONTROL / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $----------------- DATE: YOUR SIGNATURE: -------------------------- --------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER THAN A TRANSFER SIDE OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR 2016 NOTE) SIGNATURE GUARANTEE: ---------------------------------------- SIGNATURE MUST BE GUARANTEED BY A NOMINEE OF THE DEPOSITORY PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE DEPOSITORY OR ANOTHER NOMINEE TRUSTEE EXHIBIT D [FORM OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. FACE OF EXCHANGE FLOATING RATE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (COMPANY, A NEW YORK CORPORATION) CORPORATION ("DTC") ), NEW YORK, NEW YORK, TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, 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 REPRE SENTATIVE 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. Each Definitive Floating Rate Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. [FORM OF EXCHANGE FLOATING RATE NOTE] No. $____________ Floating Rate Senior Note due 2013 CUSIP No. 45820E AR 3 ISIN No. US45820EAR36 INTELSAT (BERMUDA), ____ ReLTD., a company incorporated under the laws of Bermuda, promises to pay to [ ], or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Floating Rate Note attached hereto] on June 15, 2013. Interest Payment Dates: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:June 15 and December 15.
Appears in 1 contract
Samples: Covenants (Intelsat LTD)
Signature Guarantee. If you want TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to have which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------------- -------------------------------------- Notice: to be executed by an executive officer*** ---------- *** These paragraphs should be included only part of if the Security purchased by the Company pursuant to Section 4.09 is a Transfer Restricted Security. XXXXXXXX XX XXXXXXXXX XX SECURITIES*** The following exchanges, redemptions or Section 4.14 repurchases of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any a part of this Global Security purchased by have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF GLOBAL SECURITY AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH OFFICER, TRUSTEE OR DATE OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR SECURITIES TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ----------------- ------------------ ------------------ ------------------ ------------------- ---------- *** This Schedule should be included only if the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security is a Global Security) ___________________________ Signature Guaranteed . EXHIBIT B --------- FORM [FACE OF LEGEND FOR 30-YEAR SECURITY] [GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: LEGEND] [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS MAY NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY OR BY A NOMINEE OF THE DEPOSITORY DEPOSITARY TO THE DEPOSITORY DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE REGISTERED EXCEPT IN APPOINTED BY THE LIMITED CIRCUMSTANCES DESCRIBED IN COMPANY AND THE INDENTUREREGISTRAR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION55 WATEX XXXXXX, XXX XXXX, XXX XXXX) ("DTCXXX") TO ), XX THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRE SENTATIVE REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* [TRANSFER RESTRICTED SECURITIES LEGEND] [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________BY ACQUISITION HEREOF, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm thatTHE HOLDER:
Appears in 1 contract
Samples: Anadarko Petroleum Corp
Signature Guarantee. If you want to have only 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. 129 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITY The following exchanges of a part of the this Regulation S Temporary Global Security purchased by for an interest in another Global Security, or of other Restricted Global Securities for an interest in this Regulation S Temporary Global Security, have been made: Principal Amount Amount of Amount of of this Global Signature of decrease increase Security authorized in Principal in Principal following such officer of Date of Amount of this Amount of this decrease Trustee or Exchange Global Security Global Security (or increase) Note Custodian -------- --------------- --------------- ------------- -------------- 130 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Asia Global Crossing Ltd. 45 Rxxx Xxxxxx Xxxxxxxx XX 00, Bermuda Attention: Secretary of the Company pursuant United States Trust Company of New York 114 Xxxx 00xx Xxxxxx - 05th Floor New York, New York 10036 Attention: Corporate Trust Division Re: [ ]% Securities due Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state dated as of October __, 2000 (the amount you elect "Indenture"), among Asia Global Crossing Ltd., as issuer (the "Company"), the Guarantors and United States Trust Company of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $them in the Indenture. _________________ If you want , (the "Transferor") owns and proposes to elect to have all transfer the Note[s] or any part interest in such Note[s] specified in Annex A hereto, in the principal amount of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: _________________________$___________ in such Note[s] or interests (Sign exactly as your name appears on the face of this Security) _________________"Transfer"), to __________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferee") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: ), as further specified in Annex A hereto. In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Asia Global Crossing LTD
Signature Guarantee. If you want TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to have which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------- --------------------------------------- Notice: to be executed by an executive officer* -------- * These paragraphs should be included only if the Security is a Transfer Restricted Security. XXXXXXXX XX XXXXXXXXX XX SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ------------------- ------------------ ------------------ --------- --------- -------- * This Schedule should be included only if the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION is a Global Security. XXXXXXX X [FACE OF HOLDER TO ELECT PURCHASE 7-YEAR SECURITY] R&B FALCON CORPORATION 6 3/4% SERIES [A/B] SENIOR NOTE DUE 2005 CUSIP 74912E AB 7 No. ___ $_________________ If you want R&B Falcon Corporation, a Delaware corporation (the "Company"), for value received promises to elect pay to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on or registered assigns, the face principal sum of this Security) __________________$_________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated Dollars on April 15, 2005 [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Securities on the other side of this Security.*] Interest Payment Dates: April 15 and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:October 15
Appears in 1 contract
Signature Guarantee. If you want to have only part Participant in a Recognized Signature Guarantee Medallion Program SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE/1/ The following exchanges of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any a part of this Security purchased by the Company pursuant to Section 4.09 Regulation S Temporary Global Note for an interest in another Global Note, or Section 4.14 of the ------------ ------------ Indentureother Restricted Global Notes for an interest in this Regulation S Temporary Global Note, check the appropriate boxhave been made: Your Signature: ___________Amount of Principal Amount decrease in Amount of increase in of this Signature of Principal Principal Global Note authorized officer Amount of Amount of following such of Trustee or Date of Exchange this Global Note this Global Note decrease (or increase) Custodian ---------------- ---------------- ---------------- --------------------- --------- _________________________ /1/ This should be included only if the Note is issued in global form. A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER IMPAC Group, Inc. 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 [Registrar address block] Re: 10 1/8% Series __ Senior Subordinated Notes due 2008 ---------------------------------------------------- Reference is hereby made to the Indenture, dated as of March 12, 1998 (Sign exactly the "Indenture"), between IMPAC Group, Inc., as your name appears on issuer (the face of this Security) "Company"), and --------- ------- State Street Bank and 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 $___________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend in such Note[s] or interests (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTCTransfer") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers -------- to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferee") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: ), as further specified in Annex A hereto. In ---------- connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Impac Group Inc /De/
Signature Guarantee. If you want Date: --------------------------------- -------------------------------------- Signature must be guaranteed by a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ---------------------- ------------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ----------------------------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DOLLAR SECURITY The initial principal amount of this Global Dollar Security is $_________________ If you want to elect to . The following increases or decreases in this Global Dollar Security have all or any part been made: Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Signature of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face authorized Date of of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global of this Global following such decrease signatory of Trustee or Exchange Dollar Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Dollar Security or increase Securities Custodian -------- --------------- --------------- ------------------------ --------------------
Appears in 1 contract
Samples: Supplemental Indenture (Nalco Energy Services Equatorial Guinea LLC)
Signature Guarantee. If you want Date: --------------------------- ------------------------------------- Signature must be guaranteed by a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ------------------------ --------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ------------------------------------------------ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DOLLAR SECURITY The initial principal amount of this Global Dollar Security is $_________________ If you want to elect to . The following increases or decreases in this Global Dollar Security have all or any part been made: Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Signature of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face authorized Date of of this Security) ___________________________ Signature Guaranteed Global of this Global following such decrease signatory of Trustee or Exchange Dollar Security Dollar Security or increase Securities Custodian -------------------------------------------------------------------------------------------------------------------- EXHIBIT B --------- D [FORM OF LEGEND FOR GLOBAL SECURITIES Any FACE OF EXCHANGE EURO SECURITY] [Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A BANK OF NEW YORK CORPORATION) ("DTC") YORK, LONDON BRANCH, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER A NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE REPRESENTATIVE OF DTC THE BANK OF NEW YORK, LONDON BRANCH (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCTHE BANK OF NEW YORK, LONDON BRANCH), 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., HEREOF HAS AN INTEREST HEREIN. EXHIBIT C --------- Form TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE COMMON DEPOSITORY, TO NOMINEES OF THE COMMON DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. (Euro)__________ 7 3/4% Senior Note due 2011 CUSIP No. ______ ISIN No. ______ Common Code___ NALCO COMPANY, a Delaware corporation, promises to pay to [_______], or registered assigns, the principal sum [of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount Euros] [listed on the Schedule of the NotesIncreases or Decreases in Global Euro Security attached hereto](4) on November 15, we confirm that:2011. Interest Payment Dates: May 15 and November 15.
Appears in 1 contract
Samples: Supplemental Indenture (Nalco Energy Services Equatorial Guinea LLC)
Signature Guarantee. If you want A--13- EXHIBIT B Form of Certificate ---------------, ----- The Bank of New York 000 Xxxxxxx Xxxxxx 21-W New York, New York 10286 Attention: Corporate Trust Administration Re: Geotek Communications, Inc. (the "Company") 12% Senior Subordinated Convertible Notes due 2001 (the "Securities") Dear Sirs: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If principal amount of Securities represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture (the "Indenture") dated as of March 5, 1996 relating to the Securities, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you want are hereby requested to elect to have exchange the Legended Note for an unlegended certificate representing an identical principal amount of Securities, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 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 the ------------ ------------ Indenture, check the appropriate box: Your Signature: ________________________Transferor] By:____________ (Sign exactly as your name appears on the face of this Security) ___________________________ ------------- Authorized Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Certain Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________---------------, ____ ----- The Bank of New York 000 Xxxxxxx Xxxxxx 21-W New York, New York 10286 Attention: Corporate Trust Administration Re: Samsonite Corporation Geotek Communications, Inc. (the "Company") 10 3/412% Senior Subordinated Convertible Notes due 2008 2001 (the "NotesSecurities") ---------------------- Dear Sirs: In connection with our proposed purchase of $_____________ aggregate principal amount of the NotesSecurities, we confirm that:
Appears in 1 contract
Samples: Geotek Communications Inc
Signature Guarantee. If you want Date: ----------------------- -------------------------- Signature must be guaranteed Signature of Signature by a participant in a Guarantee recognized signature guaranty medallion program or other signature guarantor acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: IF YOU WANT TO ELECT TO HAVE THIS SECURITY IS A GLOBAL SECURITY WITHIN PURCHASED BY THE MEANING COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER CHECK THE BOX: ASSET DISPOSITION / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE PURCHASED BY THE DEPOSITORY COMPANY PURSUANT TO A NOMINEE SECTION 4.06 OF THE DEPOSITORY INDENTURE, STATE THE AMOUNT ($1,000 PRINCIPAL AMOUNT AT MATURITY 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 NOMINEE OF THE DEPOSITORY PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE DEPOSITORY TRUSTEE [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR ANOTHER NOMINEE DECREASES IN GLOBAL SECURITY The initial principal amount at maturity of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount at maturity Amount of decrease in Amount of increase in of this Global Security Signature of authorized Date of principal amount at maturity principal amount at maturity following such decrease or signatory of Trustee or Exchange of this Global Security of this Global Security increase Securities Custodian EXHIBIT C FORM OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (A NEW YORK CORPORATION) (this "DTCSupplemental Indenture") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERdated as of , 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 REPRE SENTATIVE OF DTC among [GUARANTOR] (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "New Guarantor"), ANY TRANSFERa subsidiary of PLIANT CORPORATION (or its successor), 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation a Utah corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 ), [OTHER EXISTING GUARANTORS] and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the indenture referred to below (the "NotesTrustee") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:).
Appears in 1 contract
Samples: Indenture (Uniplast Industries Co)
Signature Guarantee. If you want EXHIBIT B FORM OF CERTIFICATE __________, ____ United States Trust Company of New York 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Department Re: XXXXXX COMMUNICATIONS CORPORATION (THE "COMPANY") 11 3/4% SENIOR NOTES DUE 2007 (THE "NOTES") Dear Sirs: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture dated as of February 28, 1997 (the "Indenture") 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. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 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 the ------------ ------------ Indenture, check the appropriate boxHolder] By: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ ------------------------------------ Authorized Signature Guaranteed EXHIBIT B --------- C FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED CERTIFICATE TO AND IS REGISTERED BE DELIVERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY CONNECTION WITH TRANSFERS TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to NonNON-QIB Accredited Investors ----------------------------------------- _ACCREDITED INVESTORS __________, ____ United States Trust Company of New York 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Department Re: Samsonite Corporation XXXXXX COMMUNICATIONS CORPORATION (the THE "CompanyCOMPANY") 10 11 3/4% Senior Subordinated Notes due 2008 SENIOR NOTES DUE 2007 (the THE "NotesNOTES") ---------------------- Dear Sirs: In connection with our proposed purchase of $______________ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Dobson Communications Corp
Signature Guarantee. If you want Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to have only the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of the Security purchased by the this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of decrease Amount of increase in of this Global Note Signature of in Principal Amount Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ------------------- --------------------- ------------------- ------------------ A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Commercial Lines LLC 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxx, Xxxxxxx 00000 Wilmington Trust Company pursuant 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Re: 9 1/2% Senior Notes Due 2015 Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $dated as of _________________ If you want (the "Indenture"), among American Commercial Lines LLC and ACL Finance Corp., as issuers (the "Issuers"), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to elect to have all or any part of this Security purchased by them in the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: . ___________________, (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 ___________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTCTransferee") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 HEREINas further specified in Annex A hereto. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Signature Guarantee. If you want Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to have only Securities and Exchange Commission Rule 17 Ad-15. A1-11 SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES/2/ The following exchanges of a part of this Global Note for Certificated Notes have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Note following authorized officer of Principal Amount of Principal Amount of such decrease (or Trustee or Note Date of Exchange this Global Note this Global Note increase) Custodian -------------------------------------------------------------------------------------------------------------------------------- ----------------- 2. To be included only if the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Note is issued in global form. Exhibit A-2 (Face of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE Regulation S Temporary Global Security) 9-7/8% Series A Senior Notes due 2007 No. $__________ IMPERIAL CREDIT INDUSTRIES, INC. promises to pay to ________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ or registered assigns, the principal sum of ___________________ Dollars on January 15, 2007. Interest Payment Dates: January 15 and July 15, commencing July 15, 1997 Record Dates: January 1 and July 1 (Sign exactly whether or not a Business Day) IMPERIAL CREDIT INDUSTRIES, INC. By: ---------------------------- Name: Title: By: ---------------------------- Name: Title: TRUSTEE CERTIFICATE OF AUTHENTICATION Dated: _________________ This is one of the Notes referred to in the within-mentioned Indenture CHEMICAL TRUST COMPANY OF CALIFORNIA, as your name appears on the face of this Security) Trustee By: ___________________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case Authorized Signature) A2-1 (Back of a Restricted Security) 9-7/8% Series A Senior Notes due 2007 Unless and until it is exchanged in substantially whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORYDepositary 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. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREUnless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATIONXxx Xxxx, Xxx Xxxx) ("DTCXXX") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER), EXCHANGEto the issuer or its agent for registration of transfer, OR PAYMENTexchange or payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any certificate issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF Co. or such other name as may be requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933 (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 THIS SECURITY 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 COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE REGISTERED OWNER HEREOFSECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, CEDE & CO.(b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, HAS (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) 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 APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. 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 (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 HEREINTHEREON. EXHIBIT C --------- Form Subject to the provisions hereof, Imperial Credit Industries, Inc., a California corporation (the "Company"), promises to pay to ______ the principal sum of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation UNITED STATES DOLLARS (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of U.S. $_______ aggregate ___) on January 15, 2007, and to pay interest on the principal amount of this Note at the Notesrate of 9-7/8% per annum. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15, we confirm that:commencing on July 15, 1997, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of original issuance of this Note.
Appears in 1 contract
Samples: Imperial Credit Industries Inc
Signature Guarantee. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. EXHIBIT A [FORM OF FACE OF SECURITY] No. [up to]** $ 12.25% Senior Notes due 2013 CUSIP No. LEVEL 3 FINANCING, INC., a Delaware corporation, promises to pay to [Cede & Co.]** or registered assigns, the principal sum [of Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto] on March 15, 2013. Interest Payment Dates: March 15 and September 15. Record Dates: March 1 and September 1. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT IN AN AMOUNT EQUAL TO THE DIFFERENCE BETWEEN ITS STATED REDEMPTION PRICE AT MATURITY (THE SUM OF ALL PAYMENTS TO BE MADE ON THE NOTE OTHER THAN “QUALIFIED STATED INTEREST”) AND ITS ISSUE PRICE. COMMENCING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, THE ISSUER SHALL PROMPTLY MAKE AVAILABLE TO HOLDERS, UPON WRITTEN REQUEST, INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THE NOTE. HOLDERS MAY MAKE SUCH WRITTEN REQUESTS TO THE ISSUER AT LEVEL 3 FINANCING, INC., 0000 XXXXXXXX XXXXXXXXX, XXXXXXXXXX, XXXXXXXX 00000, ATTENTION: GENERAL COUNSEL. * Insert for Definitive Securities. ** If you want to have only part of the Security purchased by is to be issued in global form, add the Company pursuant Global Securities Legend from Exhibit 1 to Section 4.09 or Section 4.14 of Appendix A and the Indenture, state the amount you elect to have purchased: OPTION attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part INCREASES OR DECREASES IN GLOBAL SECURITY”. Additional provisions of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears are set forth on the face other side of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $-, THE ISSUE DATE IS -, 20- AND THE YIELD TO MATURITY IS 12 1/4% PER ANNUM. No.- $- CUSIP No. - ISIN No. - 12 1/4% Senior Subordinated Discount Notes Due 2014 TABLETOP HOLDINGS, INC., a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the stated aggregate principal amount at maturity of Notes authenticated pursuant to Section 4.09 or 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 4.14 2.08 of the Indenture), state the amount you elect on May 15, 2014. Interest Payment Dates: May 15 and November 15, commencing May 15, 2009. Record Dates: May 1 and November 1. EXHIBIT 2 to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part APPENDIX A Additional provisions of this Security purchased by Note are set forth on the Company pursuant to Section 4.09 or Section 4.14 other side of this Note. Dated: -, 20- TABLETOP HOLDINGS, INC. By: --------------------------- Name: ------------------------- Title: ------------------------ By: --------------------------- Name: ------------------------- Title: ------------------------ TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of the ------------ ------------ Notes referred to in the Indenture. By: ----------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Note legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, check add the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the face of Assignment Form included in this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING REVERSE SIDE OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY EXCHANGE NOTE OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4PRIVATE EXCHANGE NOTE] 12 1/4% Senior Subordinated Discount Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Due 2014
Appears in 1 contract
Samples: Indenture (Tabletop Holdings Inc)
Signature Guarantee. If you want to have only Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of the Security purchased by the Company pursuant this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of Amount of of this Global decrease in increase Note Signature of Principal Amount in Principal following such authorized officer of this Global Amount of this decrease (or of Trustee or Note Date of Exchange Note Global Note increase) Custodian ---------------- ---------------- -------------- ---------------- ------------------ EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Cott Beverages Inc. 5405 Cypress Center Drive Suite 100 Tampa, Florida 33607 HSBC Bank XXX 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxx: Xxxxxx Xxxxices Xx: 0% Xxxxxx Xxxxxxxxxxxx Xxxxx due 2011 Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state dated as of December 21, 2001 (the amount you elect "Indenture"), among Cott Beverages Inc. (the "Issuer"), the Guarantors, and HSBC Bank USA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by them in the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: __________________. __________________ (Sign exactly as your name appears on the face "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 this Security) $______________________ in such Note[s] or interests (the "Transfer"), to ______ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferee") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: ), as further specified in Annex A hereto. In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Cott Corp /Cn/
Signature Guarantee. If you want to have only part (Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] AK STEEL CORPORATION 7-7/8% Senior Note Due 2009 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY AK STEEL HOLDING CORPORATION CUSIP No. AK Steel Corporation, a Delaware corporation, promises to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect pay to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part registered assigns, the principal sum of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ Dollars (Sign exactly as your name appears on the face of this Security) $___________________________ Signature Guaranteed EXHIBIT B --------- ) on February 15, 2009. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Additional provisions of this Security are set forth on the other side of this Security. ------------------------------- 1 If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY." 2 If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. AK STEEL CORPORATION, by [Seal] ------------------------------ Name: Title: ------------------------------ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION FIFTH THIRD BANK, as Trustee, certifies that this is one of the Securities referred to in the Indenture. by ---------------------------- Authorized Signatory [FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS REVERSE SIDE OF EXCHANGE SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK PRIVATE EXCHANGE SECURITY] AK STEEL CORPORATION) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Indenture (Ak Steel Holding Corp)
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ANNEX A EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] */**/ -- -- */ If the Security is to Section 4.09 or Section 4.14 be issued in global form add the Global Securities Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the IndentureRestricted Securities Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. 2 No. $ CUSIP No. ISIN No. 10-3/4% Senior Note Due 2010 The Shaw Group Inc., state a Louisiana corporation, promises to pay to Cede & Co., xr registered assigns, the amount you elect to have purchasedprincipal sum of Dollars on March 15, 2010. Interest Payment Dates: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part March 15 and September 15. Record Dates: March 1 and September 1. Additional provisions of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears are set forth on the face other side of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- . Dated: March 17, 2003 THE SHAW GROUP INC. By -------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK as Trustee, certifies that this is one of the Securities referred to in the Indenture. By -------------------------- Authorized Signatory [FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS REVERSE SIDE OF EXCHANGE SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to NonPRIVATE EXCHANGE SECURITY] 10-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Note Due 2010
Appears in 1 contract
Signature Guarantee. If you want to have only Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITY/3/ The following exchanges of a part of this Global Security for Definitive Securities have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF THIS GLOBAL AUTHORIZED DECREASE IN INCREASE IN SECURITY SIGNATORY OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT FOLLOWING SUCH TRUSTEE OR OF THIS GLOBAL OF THIS GLOBAL DECREASE (OR SECURITIES DATE OF EXCHANGE SECURITY SECURITY INCREASE) CUSTODIAN ---------------- ------------------ ---------------- ---------------- ----------- ------------------ /3/ This should be included only if the Security purchased is issued in global form. FORM OF NOTATION ON UNIT CERTIFICATE RELATING TO SUBSIDIARY GUARANTEE Subject to the limitations and provisions set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a "Guarantor," which term includes any successor or additional Guarantor under the Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, and interest on the Series A Securities and Series B Securities, and all other amounts payable under the Indenture and the Series A Securities and Series B Securities by the Company pursuant whether at maturity, acceleration, redemption, repurchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest on the Series A Securities and Series B Securities, to Section 4.09 the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or Section 4.14 of the Trustee, all in accordance with the terms set forth in the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all and (d) in case of any extension of time of payment or renewal of any Series A Securities and Series B Securities or any part of such other obligations, 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. No stockholder, officer, director or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. Any Guarantor may be released from its Guarantee upon the terms and subject to the conditions provided in the Indenture. All terms used in this notation of Guarantee which are defined in the Indenture referred to in this Security purchased upon which this notation of Guarantee is endorsed shall have the meanings assigned to them in such Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and in the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Company pursuant to Section 4.09 or Section 4.14 Trustee under the Indenture by the manual signature of one of its authorized signatories. [NAME OF EACH SUBSIDIARY GUARANTOR] Attest: By: ----------------------- ----------------------------------- Secretary President TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the notation of the ------------ ------------ Indenture, check Guarantee of the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of 14_% Series A Senior Secured Discount Notes due 2006 evidenced by this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition Unit Certificate referred to any other legends required in the case of a Restricted Security) in substantially the following formwithin-mentioned Indenture. Dated: THIS SECURITY IS A GLOBAL SECURITY WITHIN ------------------------ THE MEANING BANK OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ ReTrustee By: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:----------------------------------- Authorized Signatory
Appears in 1 contract
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant to Section 4.09 Registrar in addition to, or Section 4.14 in substitution for, STAMP, all in accordance with the Securities Exchange Act of the Indenture1934, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed amended. EXHIBIT B --------- A [FORM OF LEGEND FOR FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] */**/ ------------------------------ */ [If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to the Rule 144/Regulation S Appendix and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES Any Global SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY"]. **/ [If the Security authenticated is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to the Rule 144/Regulation S Appendix and delivered hereunder shall bear a legend (which would be replace the Assignment Form included in addition to any other legends required this Exhibit A with the Assignment Form included in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 & COsuch Exhibit 1., HAS AN INTEREST HEREIN. EXHIBIT C --------- ] [Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4Exchange Security or Private Exchange Security] No. $ CUSIP No. ISIN No. AFFINIA GROUP INC. 9% Senior Subordinated Notes due 2008 (2014 Affinia Group Inc., a Delaware corporation, promises to pay to [ ], or registered assigns, the "Notes"principal sum of [ ] DOLLARS [the amount listed on the Schedule of Increases or Decreases in Global Security attached hereto](2) ---------------------- Dear Sirson November 30, 2014. Interest Payment Dates: In connection with our proposed purchase May 30 and November 30. Record Dates: May 15 and November 15. Additional provisions of $_______ aggregate principal amount this Security are set forth on the other side of this Security. [Signature page follows] Dated: AFFINIA GROUP INC., By ---------------------------------- Name: Title: By ---------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION WILMINGTON TRUST COMPANY as Trustee, certifies that this is one of the Notes, we confirm that:Securities referred to in the Indenture. By ---------------------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 9% Senior Subordinated Note due 2014
Appears in 1 contract
Samples: Asset Purchase Agreement (Wix Filtration Media Specialists, Inc.)
Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have only part of the Security this Note purchased by the Company pursuant to Section 4.09 4.10 or 4.14 of the Indenture, check the appropriate box below: ☐ Section 4.10 ☐ Section 4.14 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your SignatureDate: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 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. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Alta Equipment Group Inc. 00000 Xxxxxxxx Xxxx Livonia, MI 48150-1826 Attention: Xxxxxxx Xxxxxxx, Chief Financial Officer Wilmington Trust, National Association, as Trustee 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Alta Equipment Group Inc. Administrator Re: 5.625% Senior Secured Second Lien Notes due 2026 Reference is hereby made to the Indenture, dated as of April 1, 2021 (the “Indenture”), among Alta Equipment Group Inc., the Guarantors party thereto from time to time, the Trustee and the Second Lien Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________ (Sign exactly as your name appears on the face “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 this Security) $_____________ in such Note[s] or interests (the “Transfer”), to _______________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC“Transferee”), 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 HEREINas further specified in Annex A hereto. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Signature Guarantee. If you want to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear Form of Certificate ------------------- -------, ---- United States Trust Company of New York 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Department Re: ITC/\DeltaCom, Inc. (the "Company") 11% Senior Notes due 2007 (the "Notes") --------------------------------------- Dear Sirs: This letter relates to U.S. $ principal amount of Notes --------------- represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture dated as of June 3, 1997 (which would the "Indenture") 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 addition accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of a Restricted Security) in substantially the following formHolder] By: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. ----------------------------------------------- Authorized Signature EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________-------, ____ ---- United States Trust Company of New York 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: Corporate Trust Department Re: Samsonite Corporation ITC/\DeltaCom, Inc. (the "Company") 10 3/411% Senior Subordinated Notes due 2008 2007 (the "Notes") ---------------------- --------------------------------------- Dear Sirs: In connection with our proposed purchase of $_______ $ ------------------ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Itc Deltacom Inc
Signature Guarantee. If you want to have only part Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Security purchased Registrar, which requirements include membership or participation in the Securities Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Company Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. NOTICE OF CONVERSION (To Be Executed by the Registered Holder in Order to Convert the Preferred Stock) The undersigned hereby irrevocably elects to convert (the “Conversion”) [ ] shares of Series A Convertible Preferred Stock (the “Preferred Stock”) into shares of common stock, par value $0.01 per share (“Common Stock”), of National HealthCare Corporation (the “Company”) according to the conditions of the Certificate of Designations establishing the terms of the Preferred Stock (the “Certificate of Designations”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each stock certificate representing the shares to be converted is attached hereto (or evidence of loss, theft or destruction thereof).* Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to Section 4.09 or Section 4.14 the Certificate of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $Designations. Date of Conversion:____________________________________________________________________________________________________________ If you want Applicable Conversion Price:_____________________________________________________________________________________________________ Number of shares of Preferred Stock to elect be Converted:__________________________________________________________________________________ Number of shares of Common Stock to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your be Issued:_____________________________________________________________________________________ Signature: :_____________________________________________________________________________________________________________________ (Sign exactly as your name appears on the face other side of this SecurityPreferred Stock Certificate) Signature Guarantee: * Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities 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. Name:________________________________________________________________________________________________________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- Address:**___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $______________________________________________________________________________________________________ aggregate principal amount Fax No.:______________________________________________________________________________________________________________________ * The Company is not required to issue shares of Common Stock to a person holding Preferred Stock until evidence of the Notesbook-entry transfer of, we confirm or physical delivery of the stock certificates representing such Preferred Stock to be converted (or evidence of loss, theft or destruction thereof) are received by the Company or its Registrar. ** Address where certificated shares of Common Stock, if any, and any other payments or certificates shall be sent by the Company. Global Share Schedule: (include if Security is issued as a global certificate) SCHEDULE A SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY The initial number of shares of Preferred Stock represented by this Global Preferred Certificate shall be [ ]. The following exchanges of a part of this Global Preferred Certificate have been made: Date of Exchange Amount of decrease in number of shares represented by this Global Preferred Certificate Amount of increase in number of shares represented by this Global Preferred Certificate Number of shares represented by this Global Preferred Certificate following such decrease or increase Signature of authorized officer of Registrar EXHIBIT B Form of Affiliate Letter Ladies and Gentlemen: The undersigned refers to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20, 2006, by and among Dxxxx Acquisition Sub LLC a Delaware limited liability company (“NHC/OP Sub”), NHC/OP, L.P., a Delaware limited partnership and the direct parent of NHC/OP Sub (“NHC/OP”), National HealthCare Corporation, a Delaware corporation and the ultimate parent of NHC/OP (“Parent”), and National Health Realty, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not defined in this letter have the meanings given such terms in the Merger Agreement. The undersigned, a holder of shares of Company Common Stock, is entitled to receive in connection with the Merger shares of Parent’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Parent Preferred Stock”). The undersigned acknowledges that the undersigned may be deemed an “affiliate” of the Company within the meaning of Rule 145 (“Rule 145”) promulgated under the Securities Act, although nothing contained herein should be construed as an admission of such fact. If in fact the undersigned were an affiliate under the Securities Act, the undersigned’s ability to sell, assign or transfer the Parent Preferred Stock received by the undersigned in exchange for any shares of Company Common Stock pursuant to the Merger may be restricted unless such sale, assignment or transfer is registered under the Securities Act or an exemption from such registration is available. The undersigned (i) understands that such exemptions are limited and (ii) has obtained advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Securities Act. The undersigned understands that Parent will not be required to maintain the effectiveness of any registration statement under the Securities Act for purposes of resale of Parent Preferred Stock by the undersigned. The undersigned hereby represents to and covenants with Parent that the undersigned will not sell, assign or transfer any of the Parent Preferred Stock received by the undersigned in exchange for shares of Company Common Stock pursuant to the Merger except (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 144 or (iii) in a transaction that:, in the opinion of counsel to Parent or other counsel reasonably satisfactory to Parent or as described in a “no-action” or interpretive letter from the staff of the SEC specifically issued with respect to a transaction to be engaged in by the undersigned, is not required to be registered under the Securities Act. In the event of a sale or other disposition by the undersigned pursuant to Rule 145(d) of Parent Preferred Stock, the undersigned will supply Parent with evidence of compliance with such Rule, in the form of a letter in the form of Annex I hereto and the opinion of counsel or no-action letter referred to above. The undersigned understands that Parent may instruct its transfer agent to withhold the transfer of any Parent Preferred Stock disposed of by the undersigned, but that upon receipt of such evidence of compliance Parent shall cause the transfer agent to effectuate the transfer of the Parent Preferred Stock sold as indicated in the letter. The undersigned acknowledges and agrees that the legend set forth below will be placed on certificates representing Parent Preferred Stock received by the undersigned in connection with the Merger or held by a transferee thereof, which legend will be removed by delivery of substitute certificates upon receipt of an opinion in form and substance reasonably satisfactory to Parent from independent counsel reasonably satisfactory to Parent to the effect that such legend is no longer required for purposes of the Securities Act. “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE NOT BEEN ACQUIRED BY THE HOLDER WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933.” The undersigned acknowledges that (i) the undersigned has carefully read this letter and understands the requirements hereof and the limitations imposed upon the distribution, sale, transfer or other disposition of Parent Preferred Stock and (ii) the receipt by Parent of this letter is an inducement and a condition to Parent’s obligations to consummate the Merger. This Agreement shall only become effective as of the Effective Time of the Merger. Very truly yours, Dated: [ ] ANNEX I [Name] On [ ], the undersigned sold the securities of National HealthCare Corporation (“NHC”) described below in the space provided for that purpose (the “Securities”). The Securities were received by the undersigned in connection with the merger of National Health Realty, Inc., a Maryland corporation, with and into Dxxxx Acquisition Sub LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of NHC. Based upon the most recent report or statement filed by NHC with the Securities and Exchange Commission, the Securities sold by the undersigned were within the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned represents that the Securities were sold in “brokers transactions,” within the meaning of Section 4(4) of the Securities Act, or in transactions with a “market maker,” as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned further represents that the undersigned has not solicited or arranged for the solicitation of orders to buy the Securities, and that the undersigned has not made any payment in connection with the offer or sale of the Securities to any person other than to the broker who executed the order in respect of such sale. Very truly yours, [Space to be provided for description of the Securities]
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Healthcare Corp)
Signature Guarantee. If you want to have only part Note: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security purchased 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION Wells Fargo Bank, N.A., as Trustee, certifies that this is one of the Xxxxxities referred to in the within-mentioned Indenture. Date: WELLS FARGO BANK, N.A., as Trustee By: ---------------------------------------- Authorized Signatory EXHIBIT D XXXX XX XXXXXXXXXXX XXXXXX XXXXXXXXXX XXXXXX , 00 ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ Attention: Re: Vector Group Ltd. (the "COMPANY") 5% Variable Interest Senior Convertible Notes Due 2011 This is a Fundamental Change Repurchase Notice as defined in Section 11.06 of the Indenture dated as of November 18, 2004 (the "INDENTURE") between the Company and Wells Fargo Bank, N.A., as Trustee. Terms used but not defined herein xxxxx have the meanings ascribed to them in the Indenture. Certificate No(s). of Securities: I intend to deliver the following aggregate Principal Amount of Securities for purchase by the Company pursuant to Section 4.09 or Section 4.14 11.06 of the Indenture (in multiples of $1,000): $ I hereby agree that the Securities will be purchased as of the Fundamental Change Settlement Date pursuant to the terms and conditions thereof and of the Indenture, state the amount you elect to have purchased. Signed: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:-------------------------------------------------------------------------
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Signature Guarantee. If you want to have only Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion program in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES FOR DEFINITIVE DEBENTURES The following exchanges of a part of the Security purchased by the Company pursuant this Global Note for Definitive Notes have been made: Principal Amount of this Amount of decrease in Amount of increase in Global Note Signature of Principal Amount of Principal Amount of following such decrease authorized signatory Date of Exchange this Global Note this Global Note (or increase) of Trustee Custodian ---------------- --------------------- --------------------- ------------------------ -------------------- EXHIBIT B FORM OF CERTIFICATE OF TRANSFER PRIMEDIA Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York 000 Xxxxxxx Xxxxxx New York, New York 10286 Re: 8 5/8% Subordinated Exchange Debentures Due 2010 Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part dated as of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly the "Indenture"), between PRIMEDIA Inc., as your name appears on issuer (the face "Company"), and The Bank of this Security) New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend in such Note[s] or interests (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTCTransfer") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferee") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: ), as further specified in Annex A hereto. In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Vegeterian Times Inc
Signature Guarantee. Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Sections 3.09 or 4.34 of the Indenture, check the appropriate box below: [ ] Section 3.09 [ ] Section 4.34 If you want to elect to have only part of the Security this Note purchased by the Company Issuers pursuant to Section 4.09 3.09 or Section 4.14 4.34 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_______________ Date: _____________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: __(Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (Sign exactly as your name appears on or other signature guarantor acceptable to the face Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Security) Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 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 __________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND * This schedule should be included only if the Note is issued in global form. XXXXXXX X-0 [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY IS A GLOBAL SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE“CODE”), AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE LEGEND IS REQUIRED BY THE DEPOSITORY TO A NOMINEE SECTION 1275(c) OF THE DEPOSITORY OR BY A NOMINEE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE DEPOSITORY ISSUE PRICE, THE CLOSING DATE AND THE YIELD TO MATURITY RELATING TO THE DEPOSITORY OR ANOTHER NOMINEE OF SECURITY BY CONTACTING THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ISSUERS AT: [___________, ____ Re__].] [OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUERS, BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER: Samsonite Corporation (the "Company"A) 10 3/4% Senior Subordinated Notes due 2008 IT IS NOT AND IS NOT DEEMED TO BE (the "Notes"I) ---------------------- Dear Sirs: In connection with our proposed purchase of AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA“), (II) A PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN SECTION 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE“), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR“), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION RULES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS“); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND 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 SIMILAR LAWS.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $_______ aggregate principal amount of the Notes, we confirm that:________]
Appears in 1 contract
Samples: Indenture (Delta Air Lines, Inc.)
Signature Guarantee. If you want 102 EXHIBIT B Form of Certificate ___________ ____, ______ THE XXXX XX XXX XXXX 000 Xxxxxxx Xxxxxx Xxxxx 21 Wxxx Xxx Xxxx, Xxx Xxxx 00000 Xxtention: Corporate Trust Administration Re: IMPSAT CORPORATION (the "Company") 12 1/8% Senior Guaranteed Notes due 2003 (the "Securities") Ladies and Gentlemen: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If principal amount of Securities represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (the "Indenture") dated as of July 30, 1996 relating to the Securities, we hereby certify that we are (or we will hold such Securities on behalf of) a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount of Securities, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 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 the ------------ ------------ Indenture, check the appropriate boxHolder] By: Your Signature: ------------------------------ Authorized Signature 103 EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S -------------------------------------- ___________ ____, _________ THE XXXX XX XXX XXXX 000 Xxxxxxx Xxxxxx Xxxxx 21 Wxxx Xxx Xxxx, Xxx Xxxx 00000 Xttention: Corporate Trust Administration Re: IMPSAT CORPORATION (the "Company") 12 1/8% Senior Guaranteed Notes due 2003 (the "Securities") Ladies and Gentlemen: In connection with our proposed sale of U.S. $__________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the NotesSecurities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
Appears in 1 contract
Samples: Impsat Corp
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE*/**/] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $976.40 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $23.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS AUGUST 22, 2002. FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 12%. ---------------- */ If the Note is to Section 4.09 or Section 4.14 be issued in global form add the global securities legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Indenture, state restricted securities legend from Exhibit 1 to Appendix A and replace the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $________Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. CUSIP No. _________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ___________________________ISIN _________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORYNo. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Indenture (Urs Corp /New/)
Signature Guarantee. If you want EXHIBIT B Form of Certificate _______ __, ____ THE XXXX XX XXX XXXX 000 Xxxxxxx Xxxxxx Xxxxx 21 Wxxx Xxx Xxxx, Xxx Xxxx 00000 Xttention: Corporate Trust Administration Re: IMPSAT CORPORATION (the "Company") 12_% Senior Notes due 2008 (the "Securities") Ladies and Gentlemen: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $____________ principal amount of Securities represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (the "Indenture") dated as of June 17, 1998 relating to the Securities, we hereby certify that we are (or we will hold such Securities on behalf of) a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Securities, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: ------ Authorized Signature EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S ______ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ THE XXXX XX XXX XXXX 000 Xxxxxxx Xxxxxx Xxxxx 21 Wxxx Xxx Xxxx, Xxx Xxxx 00000 Xttention: Corporate Trust Administration Re: Samsonite Corporation IMPSAT CORPORATION (the "Company") 10 3/4% 12_% Senior Subordinated Notes due 2008 (the "NotesSecurities") ---------------------- Dear SirsLadies and Gentlemen: In connection with our proposed purchase sale of $U.S.$__________ aggregate principal amount of the NotesSecurities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
Appears in 1 contract
Samples: Indenture (Impsat Corp)
Signature Guarantee. If you want Date: ---------------------- ----------------------------- Signature must be guaranteed Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee ------------------------------------------------------------ 109 OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: IF YOU WANT TO ELECT TO HAVE THIS SECURITY IS A GLOBAL SECURITY WITHIN PURCHASED BY THE MEANING COMPANY PURSUANT TO SECTION 4.09 OR 4.10 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER CHECK THE BOX: [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE PURCHASED BY THE DEPOSITORY COMPANY PURSUANT TO A NOMINEE SECTION 4.09 OR 4.10 OF THE DEPOSITORY 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 NOMINEE OF THE DEPOSITORY PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE DEPOSITORY OR ANOTHER NOMINEE TRUSTEE. EXHIBIT B FORM OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (A NEW YORK CORPORATION) (this "DTCSupplemental Indenture") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERdated as of , 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 REPRE SENTATIVE OF DTC among [GUARANTOR] (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "New Subsidiary Guarantor"), 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. EXHIBIT C --------- Form a subsidiary of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite The LTV Corporation (or its successor) (the "Company") 10 3/4% Senior Subordinated Notes due 2008 ), the Company, on behalf of itself and the Subsidiary Guarantors (the "NotesExisting Subsidiary Guarantors") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of under the Notesindenture referred to below, we confirm that:and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the "Trustee").
Appears in 1 contract
Samples: Supplemental Indenture (LTV Corp)
Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the [Registrar], which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the [Registrar] in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------- ------------------------------------------- NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have only part of the this Security purchased by the Company pursuant to Section 4.09 4.6 or Section 4.14 4.8 of the Indenture, state check the amount you elect to have purchasedbox: OPTION OF HOLDER TO ELECT PURCHASE $_________________ |_| If you want to elect to have all or any only part of this Security purchased by the Company pursuant to Section 4.09 4.6 or Section 4.14 4.8 of the ------------ ------------ Indenture, check state the appropriate boxamount: $ Date: Your Signature: ____________________________________ ---------------------- ----------------------------- (Sign exactly as your name appears on the face other side of this the Security) ___________________________ Signature Guaranteed Guarantee: ------------------------------------------------------------ (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the [Registrar], which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the [Registrar] in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B --------- FORM FACE OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (COMPANY, A NEW YORK CORPORATION) CORPORATION ("DTC") ), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, 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 REPRE SENTATIVE REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR securities IN DEFINITIVE FORM, THIS security MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO AN 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, ____ Re: Samsonite Corporation (the "Company") 10 3/4BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.14 OF THE INDENTURE. No. $100,000,000 12% Senior Subordinated Notes due 2008 (Due 2009 CUSIP No. [ ] PRECISION PARTNERS, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the "Notes") ---------------------- Dear Sirsprincipal sum of One Hundred Million Dollars on March 19, 2009. Interest Payment Dates: In connection with our proposed purchase March 15 and September 15. Record Dates: March 1 and September 1. Additional provisions of $_______ aggregate principal amount this Security are set forth on the reverse side of the Notes, we confirm that:this Security.
Appears in 1 contract
Samples: General Automation Inc/Il
Signature Guarantee. If you want EXHIBIT B --------- Form of Certificate to have only part of the Security purchased by the Company pursuant to Section 4.09 be ------------------------- Delivered in Connection with ---------------------------- Legended Offshore Global Notes or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $Offshore Physical Notes --------------------------------------------------------- _____________,____ If The Bank of New York 101 Xxxxxxx Xxxxxx Xxx York, New York 10286 Attention: Corporate Trust Trustee Administration Re: Advanced Lighting Technologies, Inc. (the "Company") [__]% Senior Notes due 2008 (the "Notes") ----------------------------------------- Dear Sirs: This letter relates to U.S. $ principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture dated as of March [ __ ],1998 (the "Indenture") 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. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of a Restricted Security) in substantially the following formHolder] By: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. ---------------------------------- Authorized Signature EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, _,___ The Bank of New York 101 Xxxxxxx Xxxxxx Xxx York, New York 10286 Attention: Corporate Trust Trustee Administration Re: Samsonite Corporation Advanced Lighting Technologies, Inc. (the "Company") 10 3/4[__]% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- ----------------------------------------- Dear Sirs: In connection with our proposed purchase of $_______________ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Signature Guarantee. If you want to have only Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITY/3/ The following exchanges of a part of this Global Security for Definitive Securities have been made: DATE OF EXCHANGE AMOUNT OF DECREASE AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF ------------------ IN PRINCIPAL IN PRINCIPAL THIS GLOBAL SECURITY AUTHORIZED AMOUNT AMOUNT OF THIS FOLLOWING SUCH SIGNATORY OF THIS GLOBAL GLOBAL SECURITY DECREASE (OR OF TRUSTEE OR SECURITY ------------------ INCREASE) SECURITIES ------------------ --------------------- CUSTODIAN ------------- ------------------------------------------------------------------------------------------------ --------------- /3/ This should be included only if the Security purchased is issued in global form. XXXXXXX X-0 FORM OF NOTATION ON SECURITY RELATING TO SUBSIDIARY GUARANTEE Subject to the limitations and provisions set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a "Guarantor," which term includes any successor or additional Guarantor under the Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and all other amounts payable under the Indenture and the Securities by the Company pursuant whether at maturity, acceleration, redemption, repurchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest on the Securities, to Section 4.09 the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or Section 4.14 of the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the amount you elect Adjusted Net Assets of each Guarantor. No stockholder, officer, director or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. Any Guarantor may be released from its Guarantee upon the terms and subject to the conditions provided in the Indenture. All terms used in this notation of Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Guarantee is endorsed shall have purchasedthe meanings assigned to them in such Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and in the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. [NAME OF EACH SUBSIDIARY GUARANTOR] Attest: OPTION By: -------------------- -------------------------------- Secretary President TRUSTEE'S CERTIFICATE OF HOLDER AUTHENTICATION This is the notation of the Guarantee of the 12 1/4% Series [A/B] Senior Notes due 2004 referred to in the within-mentioned Indenture. Dated: -------------------- THE BANK OF NEW YORK Trustee By: ------------------------------- Authorized Signatory EXHIBIT B CERTIFICATE TO ELECT PURCHASE BE DELIVERED UPON EXCHANGE OR TRANSFER OF SERIES [A/B] SENIOR NOTES ______________, 199__ The Bank of New York 000 Xxxxxxx Xxxxxx, Floor 00 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Trustee Administration Re: Gothic Energy Corporation % Series [A/B] Senior Notes due 2004 (the "Securities") ----------------------------------------------------------------- Reference is hereby made to the Indenture dated as of September 9, 1997 (the "Indenture") among Gothic Energy Corporation, the Guarantors named therein and The Bank of New York, Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This certificate relates to $_______________ aggregate principal amount of Securities which are held in* [_] book-entry or [_] definitive form in the name of ___ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________________ [name of transferor] (Sign exactly as your name appears on the face of this Security) "Transferor"). The Transferor hereby requests that the Securities be transferred to _____________________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case [insert name of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation transferee] (the "CompanyTransferee"). The Transferor hereby certifies that the Transferor is familiar with the Indenture relating to the above-captioned Securities and further certifies that*: [_] such Securities (constituting either a Definitive Security in the amount indicated above that is being exchanged for a beneficial interest in the Global Security pursuant to Section 2.06(d) 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:Indenture or a beneficial interest in the amount indicated above in the Global Security that is being transferred pursuant to Section 2.06(e) of the Indenture) are being transferred to a Person that the Transferor reasonably believes is a Qualified --------------- * check applicable box
Appears in 1 contract
Samples: Gothic Energy Corp
Signature Guarantee. If you want EXHIBIT B --------- Form of Certificate ------------------- _________ , ____ United States Trust Company of New York 000 Xxxx 00/xx/ Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Corporate Trust Division: 25/th/ Floor Re: RENAISSANCE MEDIA (LOUISIANA) LLC RENAISSANCE MEDIA (TENNESSEE) LLC RENAISSANCE MEDIA CAPITAL CORPORATION (together, the "Company") ------- 10% Senior Discount Notes due 2008 (the "Notes") --------------------------------------------------------------------- Dear Sirs: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If principal amount at maturity of Notes represented by a Note (the "Legended Note") which bears a legend outlining ------------- restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture dated as of April 9, 1998 (the "Indenture") 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. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of a Restricted Security) in substantially the following formHolder] By: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. --------------------------------------- Authorized Signature EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ____________, ____ United States Trust Company of New York 000 Xxxx 00/xx/ Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Corporate Trust Division: 25/th/ Floor Re: Samsonite Corporation RENAISSANCE MEDIA (LOUISIANA) LLC RENAISSANCE MEDIA (TENNESSEE) LLC RENAISSANCE MEDIA CAPITAL CORPORATION (together, the "Company") 10 3/410% Senior Subordinated Discount Notes due 2008 (the "Notes") ---------------------- ----------------------------------------------------------------------------- Dear Sirs: In connection with our proposed purchase of $_____________ aggregate principal amount at maturity of the Notes, we confirm that:
Appears in 1 contract
Samples: Renaissance Media Capital Corp
Signature Guarantee. If you want EXHIBIT B FORM OF CERTIFICATE ------------------- The Chase Manhattan Bank. __________ __, 19__ 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Global Trust Services Re: KMC Telecom Holdings, Inc. (the "Company") 121/2% Senior Discount Notes due 2008 (the "Notes") ------------------------------------------ Ladies and Gentlemen: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If principal amount at maturity of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (the "Indenture") dated as of January 29, 1998 relating to the Notes, we hereby certify that we are (or we will hold such Notes 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. Accordingly, you want are hereby requested to elect to have exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, all or any part of this Security purchased by in the manner provided for in the Indenture. You and the Company pursuant are entitled to Section 4.09 rely upon this letter and are irrevocably authorized to produce this letter or Section 4.14 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 the ------------ ------------ Indenture, check the appropriate boxHolder] By: Your Signature: __________________________----------------------------------- Authorized Signature EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S ----------------------------------- The Chase Manhattan Bank. __________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, __19__ 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Global Trust Services Re: Samsonite Corporation KMC Telecom Holdings, Inc. (the "Company") 10 3/4121/2% Senior Subordinated Discount Notes due 2008 (the "Notes") ---------------------- Dear Sirs------------------------------------------ Ladies and Gentlemen: In connection with our proposed purchase sale of $_______ U.S.$ aggregate principal amount at maturity of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
Appears in 1 contract
Samples: Indenture (KMC Telecom Holdings Inc)
Signature Guarantee. If you want B-3 TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to have only part which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Security purchased by Securities Act and is aware that the Company sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Section 4.09 Rule 144A or Section 4.14 of has determined not to request such information and that it is aware that the Indenture, state transferor is relying upon the amount you elect undersigned's foregoing representations in order to have purchasedclaim the exemption from registration provided by Rule 144A. Dated: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased ------------------------- ---------------------------------------- NOTICE: To be executed by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed an executive officer EXHIBIT B C --------- [FORM OF LEGEND FOR GLOBAL REGULATION S NOTE] THE SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY THE "SECURITIES ACT"), AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE MEANING UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME SECURITIES ACT. C-1 [FORM OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE ASSIGNMENT FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREREGULATION S NOTE] I or we assign and transfer this Note to: (Insert assignee's social security or tax I.D. number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYaddress and zip code of assignee) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers and irrevocably appoint: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Agent to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (transfer this Note on the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount books of the Notes, we confirm that:Issuers. The Agent may substitute another to act for him. [Check One]
Appears in 1 contract
Samples: Indenture (Insight Communications of Central Ohio LLC)
Signature Guarantee. If you want B-13 96 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to have which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------------- --------------------------------- Notice: to be executed by an executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Restricted Security. XXXXXXXX XX XXXXXXXXX XX SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be included only if the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION is a Global Security. EXHIBIT C [FACE OF HOLDER TO ELECT PURCHASE 10-YEAR SECURITY] R&B FALCON CORPORATION 6.95% SERIES [A/B] SENIOR NOTE DUE 2008 CUSIP 74912E AC 5 No. ___ $_________________ If you want R&B Falcon Corporation, a Delaware corporation (the "Company"), for value received promises to elect pay to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on or registered assigns, the face principal sum of this Security) __________________$_________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated Dollars on April 15, 2008 or such greater or lesser amount as is indicated on the Schedule of Exchanges of Securities on the other side of this Security.* Interest Payment Dates: April 15 and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:October 15
Appears in 1 contract
Signature Guarantee. If you want to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: _______1_____________________________ 1 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (Sign exactly “STAMP”) or such other “signature guarantee program” as your name appears on may be determined by the face Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF NOTES1 The following exchanges of a part of this SecurityGlobal Note for Physical Notes or a part of another Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) ___________________________ Signature Guaranteed of authorized officer of Trustee 1 For Global Notes EXHIBIT B --------- FORM SUPPLEMENTAL INDENTURE dated as of among QUICKSILVER RESOURCES, INC., The Subsidiary Guarantor(s) Party Hereto and THE BANK OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) MELLON TRUST COMPANY, N.A., as Trustee Second Lien Senior Secured Floating Rate Notes Due 2019 THIS SUPPLEMENTAL INDENTURE ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthis “Supplemental Indenture”), 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. EXHIBIT C --------- Form entered into as of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount , among QUICKSILVER RESOURCES INC., a Delaware corporation (the “Company”), [insert each Subsidiary Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Notes, we confirm that:“Trustee”).
Appears in 1 contract
Signature Guarantee. If you want By -------------------------------- The signature should be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to have only part Rule 17Ad-15 of the Security purchased Securities Exchange Act of 1934. A-4 Subscription (To be completed and signed only upon an exercise of the Warrants in whole or in part) TO: Soy Environmental Products, Inc. The undersigned, the holder of the attached Warrants, hereby irrevocably elects to exercise the purchase right represented by the Company pursuant Warrants for, and to Section 4.09 purchase thereunder, shares of Common Stock (as such terms are defined in the Warrant Agreement dated _____________, 1997, from Soy Environmental Products, Inc. (or Section 4.14 other securities or property), and herewith makes payment of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ therefor in cash or by certified or official bank check. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows: Name: ----- -------------------------------------------------------------------------- Address: -------- ----------------------------------------------------------------------- Deliver to: ----------- -------------------------------------------------------------------- Address: -------- ----------------------------------------------------------------------- If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 foregoing Subscription evidences an exercise of the ------------ ------------ IndentureWarrants to purchase fewer than all of the shares of Common Stock (or other securities or property) to which the undersigned is entitled under such Warrants, check please issue new Warrants, of like tenor, for the appropriate boxremaining Warrants (or other securities or property) in the name(s), and deliver the same to the address(es), as follows: Your SignatureName: ----- -------------------------------------------------------------------------- Address: -------- ----------------------------------------------------------------------- DATED: _________________, 19___________________ . -------------------------------------------------------------------------------- (Sign exactly as your name appears on the face Name of this SecurityHolder) ___________________________ -------------------------------------------------------------------------------- (Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted SecurityHolder or Authorized Signatory) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:A-5
Appears in 1 contract
Signature Guarantee. If you want to have only part Note: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security purchased 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 Company pursuant to Section 4.09 Security Registrar in addition to, or Section 4.14 in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION The Bank of New York Trust Company, N.A., as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. Date: THE BANK OF NEW YORK TRUST COMPANY, state the amount you elect to have purchased------------------------------- N.A., as Trustee By: OPTION OF HOLDER TO ELECT PURCHASE $------------------------------------ Authorized Signatory XXXXXXX X XXXX XX XXXXXXXXXXX XXXXXX XXXXXXXXXX NOTICE _______________, 20__ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: _____________________________________ (Sign exactly as your name appears on the face of this Security) _____________________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, __________________________ _____________________________________ Attention: __________________________ Re: Samsonite Xxxxx & Wesson Holdings Corporation (the "Company") 10 3/45% Senior Subordinated Convertible Notes due 2008 Due 2011 This is a Fundamental Change Repurchase Notice as defined in Section 11.10 of the Indenture dated as of December 15, 2006 (the "NotesIndenture") ---------------------- Dear Sirsbetween the Company and The Bank of New York Trust Company, N.A., as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Securities: In connection with our proposed ___________________ I intend to deliver the following aggregate Principal Amount of Securities for purchase by the Company pursuant to Section 11.10 of the Indenture (in multiples of $1,000): $_____________________________ aggregate principal amount I hereby agree that the Securities will be purchased as of the Notes, we confirm that:Fundamental Change Settlement Date pursuant to the terms and conditions of the Indenture. Signed: -----------------------------------------------------------------------
Appears in 1 contract
Samples: Smith & Wesson Holding Corp
Signature Guarantee. If you want Date: ------------------------------- ---------------------------------------- Signature must be guaranteed by Signature of Signature Guarantee a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $_______________________________ If you want to elect to have all or any part DATE: YOUR SIGNATURE: ----------------------------- ------------------------ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: ------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Transferee Letter of Representation Spheris Inc. c/o The Bank of New York 101 Barclay Street, Fl. 21W New York, New Yorx 00000 Xxxxxx xxx Xxxxlxxxx: Xxxx certifxxxxx xx xxxxxxxxx xx xxquest a transfer of $[ ] principal amount of the ------------ ------------ Indenture11% Senior Subordinated Notes due 2012 (the "Notes") of SPHERIS INC. (the "Company"). Upon transfer, check the appropriate boxNotes would be registered in the name of the new beneficial owner as follows: Your SignatureName: _______________________________ Address: ______ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following formTaxpayer ID Number: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm The undersigned represents and warrants to you that:
Appears in 1 contract
Signature Guarantee. If you want to have only Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/*/ The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF THIS GLOBAL NOTE AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH SIGNATORY OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR NOTE DATE OF EXCHANGE OF THIS GLOBAL NOTE OF THIS GLOBAL NOTE INCREASE) CUSTODIAN ---------------- ------------------- ------------------- ------------------- --------------- ----------------- /*/This should be included only if the Security purchased by the Company pursuant Note is issued in global form. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Ocean Energy, Inc. 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000-0000 Attention: Xxxxxx X. Xxxxxx, Executive Vice President Norwest Bank Minnesota, National Association Sixth and Marquette Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Corporate Trust Operations Re: 7 5/8% Senior Notes due 2005 Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state dated as of July 8, 1998 (as amended and supplemented from time to time, (the amount you elect "Indenture"), between Ocean Energy, Inc., as issuer (the "Company"), the Subsidiary Guarantors parties thereto and Norwest Bank Minnesota, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $them in the Indenture. _________________ If you want ____, (the "Transferor") owns and proposes to elect to have all transfer the Note[s] or any part interest in such in such Note[s] specified in Annex A hereto, in the principal amount of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: $_________________ in such Note[s] or interests (the "Transfer"), to ____________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTCTransferee") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 HEREINas further specified in Annex A hereto. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Ocean Energy Inc
Signature Guarantee. If you want A-13 97 EXHIBIT B Form of Certificate , ----------- ----- FelCor Suites Limited Partnership 545 Xxxx Xxxx Xxxxxxxxx Xxxxxxx Suite 1300 Irving, Texas 75062 FelCor Suite Hotels, Inc. 545 Xxxx Xxxx Xxxxxxxxx Xxxxxxx Suite 1300 Irving, Texas 75062 SunTrust Bank, Atlanta 58 Exxxxxxx Xxxxxx Xxxx 000 Xxxex Atlaxxx, Xxxxxxx 00000 Xxxention: Corporate Trust Department Re: FelCor Suites Limited Partnership ("FelCor LP") [7 3/8% Senior Notes Due 2004] [7 5/8% Senior Notes Due 2007] (the "Notes") ------------------------------------------------------------- Dear Sirs: This letter relates to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE U.S. $_________________ If you want to elect to have all or any part principal amount at maturity of this Security purchased Notes represented by a Note (the Company pursuant "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 4.09 or Section 4.14 2.01 of the ------------ ------------ Indenture (the "Indenture") dated as of October 1, check 1997 relating to the appropriate box: Your Signature: ____________________________________ Notes, we hereby certify that we are (Sign exactly 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 your name appears on amended. Accordingly, you are hereby requested to exchange the face legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, all in the manner provided for in the Indenture. You are entitled to rely upon this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated letter and delivered hereunder shall bear are irrevocably authorized to produce this letter or a legend (which would be in addition copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case of a Restricted Security) matters covered hereby. Terms used in substantially this certificate have the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE meanings set forth in Regulation S. Very truly yours, [NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- HOLDER] By: ---------------------------- Authorized Signature Form of Certificate To to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ ------------- ---- FelCor Suites Limited Partnership 545 Xxxx Xxxx Xxxxxxxxx Xxxxxxx Suite 1300 Irving, Texas 75062 FelCor Suite Hotels, Inc. 545 Xxxx Xxxx Xxxxxxxxx Xxxxxxx Suite 1300 Irving, Texas 75062 SunTrust Bank, Atlanta 58 Exxxxxxx Xxxxxx Xxxx 000 Xxxex Atlaxxx, Xxxxxxx 00000 Xxxention: Corporate Trust Department Re: Samsonite Corporation FelCor Suites Limited Partnership (the "CompanyFelCor LP") 10 3/4[7 3/8% Senior Subordinated Notes due 2008 Due 2004] [7 5/8% Senior Notes Due 2007] (the "Notes") ---------------------- ------------------------------------------------------------- Dear Sirs: In connection with our proposed purchase of $____________ aggregate principal amount at maturity of the Notes, we confirm that:
Appears in 1 contract
Samples: Indenture (Felcor/Lax Holdings Lp)
Signature Guarantee. If you want NOTICE: The signature on the conversion notice, the option to have only part elect payment upon a Change of Control or the assignment must correspond with the name as written upon the face of the Security purchased by the Company pursuant to Section 4.09 Note in every particular without alteration or Section 4.14 enlargement or any change whatever. SCHEDULE A SCHEDULE OF EXCHANGES, CONVERSIONS, REDEMPTIONS, REPURCHASES, CANCELLATIONS AND TRANSFERS The initial principal amount of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $this Regulation S Global Note is U.S. $ _________________ If you want . The following additions to elect to have all or any principal, redemptions, repurchases, exchanges of a part of this Security purchased by Regulation S Global Note for an interest in the Company pursuant to Section 4.09 Restricted Global Note, definitive Notes and conversions into Common Stock or Section 4.14 of the ------------ ------------ Indenturecash have been made: ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Principal Amount Redeemed, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears Repurchased, Principal Exchanged for Amount Added Interest in on the face Date of this Security) ___________________________ Signature Guaranteed Exchange of Restricted Remaining Addition to Interest in Global Note Principal Principal, the or Definitive Amount Redemption, Restricted Notes or Outstanding Notation Repurchase, Global Note Converted Following Made by or Exchange or or Definitive into Common such on behalf of Conversion Note Stock or Cash Transaction the Trustee ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- EXHIBIT B --------- D - FORM OF LEGEND TRANSFEREE CERTIFICATE FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following formNOTES TO BE ISSUED TO ACCREDITED INVESTORS First Union National Bank, as Trustee 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Corporate Trust Administration Re: Samsonite Penn Treaty American Corporation (the "Company") 10 3/46-1/4% Senior Convertible Subordinated Notes due 2008 Due 2003 (the "Notes") ---------------------- Dear Sirs: In -------------------------------- Reference is hereby made to the Indenture dated as of November 26, 1996 (as supplemented from time to time, the "Indenture") between Penn Treaty American Corporation and First Union National Bank, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned is delivering this letter in connection with our proposed purchase the transfer of $_______ aggregate principal amount of Notes to the Notesundersigned, we confirm which Notes are to be held by the undersigned in definitive registered form. The undersigned hereby confirms that:
Appears in 1 contract
Samples: Penn Treaty American Corp
Signature Guarantee. If you want to have only A - 6 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES2 The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Security authorized officer of Principal Amount of Principal Amount of following such decrease Trustee or Date of Exchange this Global Security this Global Security (or increase) Security Custodian ---------------- -------------------- -------------------- ------------- ------------------ --------- 2.This should be included only if the Security purchased by the Company pursuant Senior Note is issued in global form. EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF Securities -----------------, ------- Re: 11 3/4% Series [A/B] Senior Subordinated Discount Debentures due 2009 of Jordan Industries, Inc. This Certificate relates to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $__________ principal amount of Securities held in * ________ If you want to elect to have all book-entry or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: *_____________________ definitive form by ________________ (Sign exactly as your name appears on the face "Transferor"). The Transferor*: [ ] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or [ ] has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. [ ] In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and that the transfer of this SecuritySecurity does not require registration under the Securities Act (as defined below) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global because:* [ ] Such Security authenticated is being acquired for the Transferor's own account without transfer (in satisfaction of Section 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture). [ ] Such Security is being transferred (i) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of clause (ii), based on an opinion of counsel if the Company so requests and together with a Restricted Security) certification in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORYform of Exhibit D to the Indenture). THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY [ ] Such Security is being transferred (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYi) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREin accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (ii) pursuant to an effective registration statement under the Securities Act. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC[ ] Such Security is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), ANY TRANSFER(2), 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers (3) or (7) under the Securities Act pursuant to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (a private placement exemption from the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount registration requirements of the Notes, we confirm that:Securities Act (and based on an opinion of counsel if the Company so requests together with a certification in substantially the form of Exhibit C to the Indenture). ---------------
Appears in 1 contract
Samples: Indenture (Jordan Industries Inc)
Signature Guarantee. If you want Date: ---------------------- --------------------------- Signature must be guaranteed Signature of Signature by a participant in a Guarantee recognized signature guaranty medallion program or other signature guarantor acceptable to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: Trustee OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: IF YOU WANT TO ELECT TO HAVE THIS SECURITY IS A GLOBAL SECURITY WITHIN PURCHASED BY THE MEANING COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME CONTROL) OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER CHECK THE BOX: ASSET DISPOSITION / / CHANGE OF CONTROL / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE PURCHASED BY THE DEPOSITORY COMPANY PURSUANT TO A NOMINEE SECTION 4.06 OR 4.08 OF THE DEPOSITORY INDENTURE, STATE THE AMOUNT ($1,000 PRINCIPAL AMOUNT 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 NOMINEE OF THE DEPOSITORY PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE DEPOSITORY TRUSTEE [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR ANOTHER NOMINEE 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: Amount of decrease in Amount of increase Principal amount of this Signature of authorized Date of principal amount of this inprincipal amount of this Global Security following signatory of Trustee or Exchange Global Security Global Security such decrease or increase Securities Custodian EXHIBIT B-2 [FORM OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. FACE OF EXCHANGE NOTE - NON-CONSENTING SECURITY] [GLOBAL SECURITIES LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (COMPANY, A NEW YORK CORPORATION) CORPORATION ("DTC") ), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, 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 REPRE SENTATIVE 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to NonTRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS INSTRUMENT IS CONSIDERED TO BE ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR INFORMATION CONCERNING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THIS INSTRUMENT, CONTACT XXX XXXXXXXX, SENIOR VICE-QIB Accredited Investors ----------------------------------------- PRESIDENT FINANCE OF THE ISSUER AT 0000 XXXXXXXXX XXXX, XXXXX 000, XXXXXXXXXX, XXXXXXXX 00000, TEL: (000) 000-0000. No. $__________ 11 1/8% Senior Secured Discount Note due 2009 CUSIP No. __, ________ Re: Samsonite Corporation (ISIN No. __________ PLIANT CORPORATION, a Utah corporation, promises to pay to Cede & Co., or registered assigns, the "Company"principal amount at maturity [listed on the Schedule of Increases or Decreases in Global Security attached hereto](9) 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase [of $_______ aggregate principal amount of the Notes] (10) on June 15, we confirm that:2009. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. ---------- (9) Insert if Security is to be issued in global form.
Appears in 1 contract
Samples: Indenture (Uniplast Industries Co)
Signature Guarantee. If you want TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to have which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: -------------------------------------------------------------------------- Notice: to be executed by an executive officer]* * These paragraphs should be included only part of if the Security purchased by the Company pursuant to Section 4.09 is a Transfer Restricted Security. XXXXXXXX XX XXXXXXXXX XX SECURITIES* The following exchanges, redemptions or Section 4.14 repurchases of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any a part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following formhave been made: THIS SECURITY IS A PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF GLOBAL SECURITY WITHIN THE MEANING AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH OFFICER, TRUSTEE OR DATE OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR SECURITIES TRANSACTION OF A DEPOSITORY OR A NOMINEE GLOBAL SECURITY OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS GLOBAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYINCREASE) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 & COCUSTODIAN ----------------- ------------------ ------------------ ------------------ ------------------- ---------- * This Schedule should be included only if the Security is a Global Security., HAS AN INTEREST HEREIN. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:
Appears in 1 contract
Samples: Anadarko Petroleum Corp
Signature Guarantee. If you want to have only part Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security purchased 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 Company pursuant Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Amount of decrease Amount of increase Principal amount of Signature of in principal in principal this Global Note authorized officer amount of this amount of this following such of Trustee or Date of Exchange Global Note Global Note decrease (or increase) Note Custodian ---------------------- -------------------- -------------------- ---------------------- ------------------ EXHIBIT B FORM OF TRANSFER CERTIFICATE Boston Properties Limited Partnership 000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention:[______________] The Bank of New York 000 Xxxxxxx Xxxxxx-21W New York, New York 10286 Attention:[______________] Re: 6.25% SENIOR NOTES DUE 2013 Reference is hereby made to Section 4.09 or Section 4.14 Supplemental Indenture No. 1, dated as of December 13, 2002 (the "Supplemental Indenture"), state between Boston Properties Limited Partnership (the amount you elect "Company") and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $them in the Supplemental Indenture. _________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferor") 10 3/4% Senior Subordinated Notes due 2008 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 "NotesTransfer") ---------------------- Dear Sirs: ), to (the "Transferee"), as further specified in Annex A hereto. In connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Boston Properties Inc
Signature Guarantee. If you want By ------------------------------ The signature should be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union wit membership in an approved signature guarantee medallion program) pursuant to have only part Rule l7Ad-15 of the Security purchased Securities Exchange Act of 1934. SUBSCRIPTION (To be completed and signed only upon an exercise of the Placement Agent Warrants in whole or in part) TO: Coronado Industries, Inc. The undersigned, the holder of the attached Placement Agent Warrants, hereby irrevocably elects to exercise the purchase right represented by the Company pursuant Placement Agent Warrants for, and to Section 4.09 purchase thereunder, shares of Commons Stock (as such terms are defined in the Warrant Agreement dated March , 1998, from Coronado Industries, Inc. (or Section 4.14 other securities or property), and herewith makes payment of $ therefor in cash or by certified or official bank check. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows: Name: --------------------------------------------------------------------------- Address: ------------------------------------------------------------------------ Deliver to: --------------------------------------------------------------------- Address: ----------------------------------------------------------- If the foregoing Subscription evidences an exercise of the Indenture, state the amount you elect Placement Agent Warrants to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have purchase fewer than all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indentureshares of Common Stock (or other securities or property) to which the undersigned is entitled, check please issue a new Placement Agent Warrant Certificate, of like tenor, for the appropriate box: Your Signature: ____________________________________ remaining Placement Agent Warrants (Sign exactly as your name appears on the face of this Securityor other securities or property) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCname(s), ANY TRANSFERand deliver the same to the address(es), 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 HEREINas follows: Name: --------------------------------------------------------------------------- Address: ------------------------------------------------------------------------ DATED: ,19 . EXHIBIT C --------- Form ---------- --------------------------------------------- (Name of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation Holder) --------------------------------------------- (the "Company"Signature of Holder or Authorized Signatory) 10 3/4% Senior Subordinated Notes due 2008 --------------------------------------------- (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase Social Security or Taxpayer Identification Number of $_______ aggregate principal amount of the Notes, we confirm that:Holder)
Appears in 1 contract
Samples: Placement Agent Warrant Agreement (Coronado Industries Inc)
Signature Guarantee. If you want to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated Form of Certificate ------------------- Norwest Bank Colorado, N.A. , 19 ---------- -- -- 1740 Broadway Denver, Colorado 80274-8693 Attentixx: Xxxxxxxxx Xxxxx xxx Xxxxxx Xxxxxxxx Re: ICG Holdings, Inc. (the "Company") 11 5/8% Senior Discount Notes due 2007 (the "Securities") ---------------------------------------- Ladies and delivered hereunder shall bear Gentlemen: This letter relates to U.S. $ principal amount --------------- at maturity of Securities represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (which would the "Indenture") dated as of March 11, 1997 relating to the Securities, we hereby certify that we are (or we will hold such Securities on behalf of) a person outside the United States to whom the Securities could be transferred in addition accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Securities, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any other legends required interested party in any administrative or legal proceedings or official inquiry with respect to the case matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of a Restricted Security) in substantially the following formHolder] By: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. ------------------------------------ Authorized Signature EXHIBIT C --------- Form of Certificate To to Be Delivered in Connection with Transfers Pursuant to NonRegulation S ----------------------------------- Norwest Bank Colorado, N.A. , 19 ---------- -- -- 1740 Broadway Denver, Colorado 80274-QIB Accredited Investors ----------------------------------------- ___________, ____ 8693 Attentixx: Xxxxxxxxx Xxxxx xxx Xxxxxx Xxxxxxxx Re: Samsonite Corporation ICG Holdings, Inc. (the "Company") 10 3/411 5/8% Senior Subordinated Discount Notes due 2008 2007 (the "NotesSecurities") ---------------------- Dear Sirs--------------------------------------- Ladies and Gentlemen: In connection with our proposed purchase sale of $_______ U.S.$ ------------ aggregate principal amount at maturity of the NotesSecurities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
Appears in 1 contract
Samples: Icg Communications Inc
Signature Guarantee. If you want to have only part (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security purchased Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Company pursuant to Section 4.09 Registrar in addition to, or Section 4.14 in substitution for, STAMP, all in accordance with the Securities Exchange Act of the Indenture1934, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed amended. EXHIBIT B --------- A [FORM OF LEGEND FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] */**/ [Original Issue Discount Legend] FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $489.90 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,247.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING APRIL 10, 2000. FOR PURPOSES OF SECTION 1272 OF THE INDENTURE HEREINAFTER REFERRED CODE, THE YIELD TO MATURITY (COMPOUNDED SEMIANNUALLY ON APRIL 15 AND OCTOBER 15) IS REGISTERED 14.75%. ------------------------------ */[If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN THE NAME OF GLOBAL SECURITY".] **/[If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A DEPOSITORY OR and replace the Assignment Form included in this Exhibit A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 & COwith the Assignment Form included in such Exhibit 1., HAS AN INTEREST HEREIN. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:]
Appears in 1 contract
Signature Guarantee. If you want to have only Participant in a Recognized Signature Guarantee Medallion Program SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of the Security purchased by the Company pursuant this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Amount of Principal Amount decrease in amount of increase of this Signature of principal in principal global note authorized Date of Amount of Amount of following such officer of Trustee Exchange this Global Note this Global Note decrease (or increase) or Custodian -------- ---------------- ------------------ ---------------------- ------------ A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Fountain View, Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 [Registrar address block] Re: 11 1/4% Series [A] [B] Senior Subordinated Notes due 2008 ---------------------------------------------------- Reference is hereby made to Section 4.09 or Section 4.14 of the Indenture, state dated as of April 16, 1998 (the amount you elect "Indenture"), among Fountain View, Inc., as issuer (the "Company"), the --------- ------- guarantors named therein, and State Street Bank and Trust Company of California, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $them in the Indenture. _________________ If you want , (the "Transferor") owns and proposes to elect to have all transfer the ---------- Note[s] or any part interest in such Note[s] specified in Annex A hereto, in the principal amount of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: _________________________$___________ in such Note[s] or interests (Sign exactly as your name appears on the face of this Security) _________________"Transfer"), -------- to __________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "CompanyTransferee") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: ), as further specified in Annex A hereto. In ---------- connection with our proposed purchase of $_______ aggregate principal amount of the NotesTransfer, we confirm the Transferor hereby certifies that:: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Sycamore Park Convalescent Hospital
Signature Guarantee. If you want Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to have only the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Principal Amount Amount of decrease in Amount of increase in at maturity of Principal Amount Principal Amount this Global Note Signature of authorized at maturity of at maturity of following such officer of Trustee or Date of Exchange this Global Note this Global Note decrease (for increase) Note Custodian ------------------------ ------------------------- ------------------------- -------------------------- ------------------------ * This schedule should be included only if the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 Note is issued in global form. XXXXXXX X-0 [Face of the IndentureRegulation S Temporary Global Note] -------------------------------------------------------------------------------- "FOR PURPOSES OF SECTIONS 1272, state the amount you elect to have purchased: OPTION 1273 AND 1275 OF HOLDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING OFFERED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO ELECT PURCHASE THE NOTE IS $506.75, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $493.25, THE ISSUE DATE IS MAY 17, 2001 AND THE YIELD TO MATURITY IS 16% PER ANNUM." CUSIP/CINS __________ 16% [Series A] [Series B] Senior Discount Notes due 2009 No. ___ $__________ NEXSTAR FINANCE HOLDINGS, L.L.C. NEXSTAR FINANCE HOLDINGS, INC. promise, jointly and severally, to pay to ________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on or registered assigns, the face principal sum of this Security) ___________________________________________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated Dollars on May 15, 2009. Interest Payment Dates: May 15 and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following formNovember 15, commencing November 15, 2005 Record Dates: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- May 1 and November 1 Dated: _______________, ____ ReNexstar Finance Holdings, L.L.C. Nexstar Finance Holdings, Inc. By: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $________________________ aggregate principal amount of the Notes, we confirm thatName: Title: By: ________________________ Name: Title:
Appears in 1 contract
Signature Guarantee. If you want to have only part of the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT Exhibit B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non------------------- Norwest Bank Colorado, N.A. , 19 1740 Broadway ----------- -- -- Xxxxxx, Xxxxxxxx 00000-QIB Accredited Investors ----------------------------------------- ___________, ____ 0000 Attention: Corporate Trust and Escrow Services Re: Samsonite Corporation ICG Services, Inc. (the "Company") 10 3/410% Senior Subordinated Discount Notes due 2008 (the "Notes") ---------------------- Dear Sirs------------------------------------------------ Ladies and Gentlemen: This letter relates to U.S. $ principal --------------- amount at maturity of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (the "Indenture") dated as of February 12, 1998 relating to the Notes, we hereby certify that we are (or we will hold such Notes 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. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount at maturity of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: --------------------------- Authorized Signature Exhibit C --------- Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S ----------------------------------- Norwest Bank Colorado, N.A. , 19 1740 Broadway ---------- -- -- Xxxxxx, Xxxxxxxx 00000-0000 Attention: Corporate Trust and Escrow Services Re: ICG Services, Inc. (the "Company") 10% Senior Discount Notes due 2008 (the "Notes") ------------------------------------------------ Ladies and Gentlemen: In connection with our proposed purchase sale of $_______ U.S.$ ---------- aggregate principal amount at maturity of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
Appears in 1 contract
Samples: Icg Services Inc
Signature Guarantee. If you want D-13 126 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to have which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: -------------------------- ------------------------------------- Notice: to be executed by an executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Restricted Security. SCHEDULE OF EXCHANGES OF SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be included only if the Security purchased by the Company pursuant to Section 4.09 or Section 4.14 is a Global Security. EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: between __________________________, a __________ corporation (Sign exactly as your name appears on the face "New Guarantor"), a subsidiary of this Security) R&B Falcon Corporation, a Delaware corporation (the "Company"), and [___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition ], as trustee under the indenture referred to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation below (the "CompanyTrustee") 10 3/4% Senior Subordinated Notes due 2008 ). Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm that:as defined below).
Appears in 1 contract
Signature Guarantee. If you want Date: ------------------------- ----------------------------------- Signature must be guaranteed by a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have only part been made: Amount of the Security purchased by the Company pursuant to Section 4.09 Amount of Principal Signature of decrease increase amount of this authorized Date of in Principal in Principal Global Note signatory of Exchange Amount Amount following Trustee or Section 4.14 of the Indenture, state the amount you elect to have purchased: this of this such decrease Securities Global Global or increase Custodian Note Note -------- ------------ ------------- -------------- ------------------ OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ ----------------- DATE: YOUR SIGNATURE: ------------------------ ------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: --------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of Transferee Letter of Representation INTELSAT (BERMUDA), LTD. c/o Wells Fargo Bank, National Association 213 Court Street, Suite 703 Middletown, CT 06457 Ladies and Gentlxxxx: Xxxx xxxxxxxxxxx xx xxxxxxxxx xo request a transfer of $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 principal amount of the ------------ ------------ Indenture9 1/4% Senior Notes due 2016 (the "NOTES") of INTELSAT (BERMUDA), check LTD. (the appropriate box"ISSUER"). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Your Signature: ____________Name:________________________ (Sign exactly as your name appears on the face of this Security) ______Address:_____________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE 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 REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- Taxpayer ID Number:___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes due 2008 (the "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of $_______ aggregate principal amount of the Notes, we confirm The undersigned represents and warrants to you that:
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
