Common use of Your Signature Clause in Contracts

Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part of the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8.625% Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below):

Appears in 1 contract

Samples: Triumph Group Inc

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Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature must be guaranteed by a participant Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph the Issuer pursuant to Section 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.14 If you want to elect to have only part of the this Note purchased by Triumph the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ $_______________ Date: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification NumberNo.: Signature guarantee: (Signature must be guaranteed by a participant Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) 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 TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph TRANSFER Sxxxxxxx Television Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx10000 Xxxxxx Xxx Xxxx Xxxx Xxxxxx, XX 00000 Maryland 21030 Attention: General Counsel Lxxx Xxxxxxxxxxx U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Services, 18th Floor 1000 Xxxx Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP XxxxxxxxxxxxSuite 1850 Richmond, XX 00000 Facsimile: (000) 000-0000 Virginia 23219 Attention: Xxxxxx X. Xxxxxx Mxxxxx Xxxxx Re: Triumph Group, Inc. 8.6255.500% Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 2030 Reference is hereby made to that certain Indenture the Indenture, dated June 16as of November 27, 2010 2019 (as amended or supplemented from time to time with respect to the Senior Notes, the “Indenture”) ), among Triumph Group, Inc. (“Triumph”)the Issuer, the Guarantors party thereto and U.S. Bank National Association, as trustee (the Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Senior Note[s] specified in Annex A hereto, in the principal amount of Notes held $___________ in such Senior Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Sinclair Broadcast Group Inc)

Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part of the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8.6258% Senior Subordinated Notes due 2018 2017 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June November 16, 2010 2009 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ $__________ principal amount of Notes held in (check applicable space) _________ book-entry or ____________ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below):): o hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; o hereby requests the Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Appears in 1 contract

Samples: Triumph Group Inc /

Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guaranteeGuarantee*: (Signature must be guaranteed by a participant _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE guarantor acceptable to the Trustee). Option of Holder to Elect Purchase If you want to elect to have this Note purchased by Triumph the Company pursuant to Section 4.10 (Asset Sale) or 4.14 (Change of Control) 4.15 of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.14 4.15 If you want to elect to have only part of the Note purchased by Triumph the Company pursuant to Section 4.10 or 4.14 Section 4.15 of the Indenture, state the amount you elect to have purchased: $ $_______________ Date: _______________ Your Signature: ____________________________________________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification NumberNo.: _______________________________________________________ Signature guaranteeGuarantee*: (Signature must be guaranteed by a participant _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to 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: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph GroupTRANSFER Radio One, Inc. 0000 Xxxxxxx Xxxxx Xxxxx XxxxxXxxxxx, XX 00000 Attention: General Counsel U.S. Bank 14th Floor Silver Spring, Maryland 20910 Wilmington Trust, National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP XxxxxxxxxxxxSuite 2R New York, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx NY 10012 Re: Triumph Group, Inc. 8.6259.25% Senior Subordinated Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 2020 Reference is hereby made to that certain Indenture the Indenture, dated June 16as of February 10, 2010 2014 (the “Indenture”) ), among Triumph GroupRadio One, Inc. Inc., as issuer (the TriumphCompany”), the Guarantors party thereto and U.S. Bank Wilmington Trust, National Association, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ___________________, (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 Notes held $___________ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Radio One, Inc.)

Your Signature. (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: (Signature must be guaranteed by a participant * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) OPTION guarantor acceptable to the Trustee). SCHEDULE OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian *This schedule should be included only if the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indentureis issued in global form. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER TRAC Intermodal LLC TRAC Intermodal Corp. 000 Xxxxxxx Xxxx Xxxx Xxxxxxxxx, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph GroupXxx Xxxxxx, Inc. 0000 Xxxxxxx 00000 Xxxxx Fargo Bank – DAPS Reorg. MAC N9303-121 000 0xx Xxxxxx Xxxxx XxxxxXxxxxxxxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 FacsimileTelephone No.: (000) 000-0000 AttentionFax No.: Xxxxxx X. Xxxxxx (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: Triumph Group, Inc. 8.62511% Senior Secured Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 2019 Reference is hereby made to that certain Indenture the Indenture, dated June 16as of August 9, 2010 2012 (the “Indenture”) ), among Triumph GroupTRAC Intermodal LLC., Inc. a Delaware limited liability company (the TriumphCompany”), TRAC Intermodal Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors party thereto and U.S. Bank Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”)and as notes collateral agent. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (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 Notes held $_______ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Samples: Indenture (TRAC Intermodal LLC)

Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guaranteeGuarantee*: (Signature must be guaranteed by a participant * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph the Company pursuant to 4.10 (Asset Sale) Section 4.07 or 4.14 (Change of Control) 4.09 of the Indenture, check the appropriate box below: o Section 4.10 o 4.07 ☐ Section 4.14 4.09 If you want to elect to have only part of the this Note purchased by Triumph the Company pursuant to Section 4.10 4.07 or 4.14 Section 4.09 of the Indenture, state the amount you elect to have purchased: $ $_______________ Date: _______________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification NumberSignature Guarantee*: Signature guarantee: (Signature must be guaranteed by a participant * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) 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 Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease or Increase Signature of Authorized Signatory of Trustee or Notes Registrar * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph TRANSFER Cogent Communications Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx XxxxxX Xxxxxx, XX X.X. Xxxxxxxxxx, X.X. 00000 Facsimile: 202.338.8798 Attention: General Counsel U.S. Bank Xxxx Xxxxx Wilmington Trust, National Association Corporate Trust Services Two Liberty Place 00 Association, as Trustee 0000 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP XxxxxxxxxxxxXxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Cogent Communications Administrator Re: Triumph Group, Inc. 8.6253.500% Senior Secured Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 2026 Reference is hereby made to that certain Indenture the Indenture, dated June 16as of May 7, 2010 2021 (the “Indenture”) ), among Triumph Cogent Communications Group, Inc. (“Triumph”)Inc., the Guarantors party thereto named therein and U.S. Bank Wilmington Trust, National Association, as trustee (the “Trustee”), and collateral agent. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates (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 Notes held $ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Cogent Communications Holdings, Inc.)

Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature Guaranteed Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) OPTION ” 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 HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change EXCHANGES OF INTERESTS IN GLOBAL NOTE* The following exchanges of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only a part of this Global Note for an interest in another Global Note or for a Physical Note, or exchanges of a part of another Global Note or Physical Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee * Insert in Global Securities only. EXHIBIT B [FORM OF PRIVATE PLACEMENT LEGEND] Any Restricted Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the Note purchased by Triumph pursuant to Section 4.10 or 4.14 case of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the a Global Note) Tax Identification Numberin substantially the following form: Signature guaranteeTHIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE, HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR (IN THE CASE OF RULE 144A SECURITIES) AFTER THE LATER OF THE ISSUE DATE OF THIS SECURITY (OR ANY ADDITIONAL NOTES) AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY OR ANY ADDITIONAL NOTE) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. EXHIBIT C [FORM OF LEGEND FOR GLOBAL NOTE] Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: THIS NOTE IS A GLOBAL NOTE 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 NOTES 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 NOTE (Signature must be guaranteed by a participant in a recognized signature guarantee medallion programOTHER THAN A TRANSFER OF THIS NOTE 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 BE DELIVERED UPON EXCHANGE THE ISSUER OR ITS AGENT FOR REGISTRATION OF RESTRICTED NOTES Triumph GroupTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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 D [RESERVED] Exhibit E [FORM OF LEGEND FOR REGULATION S NOTE] Any Regulation S Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: “BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” Exhibit F FORM OF CERTIFICATE OF TRANSFER Xxxxxx-Standard Automotive Inc. 0000 00000 Xxxxxxx Xxxx Xxxxx Xxxxx XxxxxXxxx, XX Xxxxxxxx 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx2nd Floor St. Xxxx, XX 00000 MN 55107 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Corporate Trust, DWAC UNIT re: Xxxxxx-Standard Automotive Inc. Re: Triumph Group, Inc. 8.6255.625% Senior Notes due 2018 2026 (CUSIP # 896818 AE1 or U8968G AB0 ) (ISIN ) Reference is hereby made to that certain Indenture the Indenture, dated June 16as of November 2, 2010 2016 (as amended or supplemented from time to time with respect to the Notes, the “Indenture”) ), by and among Triumph Group, Xxxxxx-Standard Automotive Inc. (the TriumphIssuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates (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 Notes held in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Supplemental Indenture (Cooper-Standard Holdings Inc.)

Your Signature. (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: (Signature must be guaranteed by a participant * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) OPTION guarantor acceptable to the Trustee). SCHEDULE OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only 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 Amount of increase of this Global Note Signature of in Principal Amount in Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian * This schedule should be included only if the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant is issued in a recognized signature guarantee medallion program) Global Note form. EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. 0000 TRANSFER Cxxxxxx Petroleum Finance Corporation c/x Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxx Xxxxxxxxxxx Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx425 – 1st Street S.W. Calgary, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Alberta, Canada T2P 3L8 [Registrar address block] Re: Triumph Group, Inc. 8.62575/8% Senior Notes due 2018 2013 (CUSIP # 896818 AE1 or U8968G AB0 ____________) Reference is hereby made to that certain Indenture the Indenture, dated June 16as of November 22, 2010 2005 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), among Cxxxxxx Petroleum Finance Corporation, as issuer, Cxxxxxx Petroleum Corporation, as parent guarantor, the Subsidiary Guarantors party named on Schedule I thereto and U.S. The Bank National Associationof Nova Scotia Trust Company if New York, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ___, (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 Notes held US$___in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to ___(the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Compton Petroleum Holdings CORP

Your Signature. (​ ​ Sign exactly as your name appears on the face other side of this Note) . Signature guaranteeGuarantee: (​ Date: ​ ​ Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion programprogram or other signature guarantor program reasonably acceptable to the Trustee Signature of Signature Guarantee ​ TO BE COMPLETED BY PURCHASER IF BOX (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note 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 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 Issuers 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. ​ Date: ​ ​ ​ ​ ​ ​ NOTICE: To be executed by an executive officer ​ ​ [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 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 Increase or Decrease Signature of Authorized Signatory of Trustee or Notes Custodian ​ ​ ​ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph the Issuers pursuant to 4.10 Section 4.06 (Asset SaleSales) or 4.14 4.08 (Change of Control) of the Indenture, check the box belowbox: o Section 4.10 o Section 4.14 Asset Sale☐Change of Control ☐ If you want to elect to have only part of the this Note purchased by Triumph the Issuers pursuant to Section 4.10 4.06 (Asset Sales) or 4.14 4.08 (Change of Control) of the Indenture, state the amount you elect to have purchased: (minimum of $2,000 or any integral multiple of $1,000 in excess thereof): $ Date: ​ ​ Your Signature: (Sign ​ ​(Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8.625% Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount other side of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below):this note ​ ​

Appears in 1 contract

Samples: Exela Technologies, Inc.

Your Signature. (Sign exactly as your name appears on the face other side of this Note) Signature guaranteeGuarantee: (Signature Signatures must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of an “eligible guarantor institution” meeting the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part requirements of the Note purchased by Triumph pursuant to Section 4.10 Registrar, which requirements include membership or 4.14 of participation in the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: Security Transfer Agent Medallion Program (Sign exactly as your name appears on the Note“STAMP”) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized or such other “signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE ” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR REGISTRATION OF RESTRICTED NOTES Triumph GroupDECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decreases in principal amount of this Global Note Amount of increases in principal amount of this Global Note Principal amount of this Global Note following such decreases or increases Signature of authorized officer of Trustee or Notes Custodian EXHIBIT C Form of Certificate of Beneficial Ownership On or after [ ], Inc. 0000 Xxxxxxx 20[ ] WILMINGTON TRUST, NATIONAL ASSOCIATION 000 Xxxxx Xxxx, Xxxxx Xxxxx000 Xxxxxxxx, XX 00000 AttentionFacsimile No.: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 000-000-0000 Xxxx XxxxxxxTelephone No.: EX000-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Corporate Trust Department(22) Re: Triumph GroupLannett Company, Inc. 8.625(the “Company”) [ ]% Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 20[ ] (the “IndentureNotes”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto Ladies and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. Gentlemen: This certificate letter relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form represented by the undersignedoffshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). The undersigned Pursuant to Section 2.16(3) of the Indenture dated as of November 25, 2015 relating to the Notes (transferoras amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note and (check one box below):2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. You, the Company and counsel for the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature

Appears in 1 contract

Samples: Lannett Co Inc

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Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature must be guaranteed by a participant Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph the Company pursuant to Section 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the appropriate box below: o ¨ Section 4.10 o ¨ Section 4.14 If you want to elect to have only part of the this Note purchased by Triumph the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ $_______________ Date: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) 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/PIK Interest Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Amount of PIK Principal Amount of this Global Note following such decrease or increase or PIK Payment Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph GroupTRANSFER Polaris Intermediate Corp. c/o MultiPlan 500 Xxxx Xxxxx Xxxx Naperville, Inc. 0000 Xxxxxxx IL 60563 Fax No.: [ ] Attention: Chief Financial Officer Wilmington Trust, National Association Global Capital Markets 50 Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx XxxxxxxXxxxxxxxxxx, Xxxxxxxxx 00000 Fax No.: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 [ ] Attention: Xxxxxx X. Xxxxxx Polaris Intermediate Corp. Administrator Re: Triumph Group, Inc. 8.6258.500% / 9.250% Senior PIK Toggle Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 2022 Reference is hereby made to that certain Indenture the Indenture, dated June 16as of November 21, 2010 2017 (the “Indenture”) among Triumph Group), Inc. between Polaris Intermediate Corp., a Delaware corporation (the TriumphCompany”), and the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (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 Notes held $___________ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned“Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. The undersigned (transferor) (check one box below):In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (MultiPlan Corp)

Your Signature. Date: ------------------------------- ----------------------------- (Sign exactly as your name appears on the face other side of this Note) Signature guarantee: (Signature must be guaranteed by a participant Guaranteed Participant in a recognized signature guarantee medallion program) OPTION Recognized Signature Guarantee Medallion Program By: -------------------------------------------- Authorized Signatory A-13 NOTICE OF HOLDER TO ELECT PURCHASE ELECTION UPON TAX REDEMPTION Certificate No. of Note: ___________ If you want to elect not to have this Note purchased redeemed by Triumph the Company pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) Section 5.02 of the First Supplemental Indenture, check the box belowbox: o Section 4.10 o Section 4.14 |_| If you want to elect to have only part of this Note redeemed by the Note purchased by Triumph Company pursuant to Section 4.10 or 4.14 5.02 of the Indenture, state the amount you elect to have purchasedprincipal amount: $ $_______________ (must be in an integral multiple of $1,000) Date: Your Signature: _________________ Signature(s): ------------------------------------------------- (Sign exactly as your name appears name(s) appear(s) on the other side of this Note) Tax Identification NumberSignature(s) guaranteed by: Signature guarantee: __________________________________________________ (Signature All signatures must be guaranteed by a participant guarantor institution participating in the Notes Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Payments of interest on the Notes and deemed interest arising on maturity, redemption, purchase or conversion of the Note or an assignment or other transfer of the Note to a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Groupperson resident in Canada may be subject to Canadian taxes, Inc. 0000 which may be substantial. Holders should consult their own tax advisors in considering whether to elect their option to not to have their Notes redeemed. EXHIBIT B [Form of Designated Event Acceptance Notice] The Bank of Nova Scotia Trust Company of New York Xxx Xxxxxxx Xxxxx Xxxxx XxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Office Re: Triumph Group, Four Seasons Hotels Inc. 8.625(the "Company") 1.875% Convertible Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference 2024 This is hereby made to that certain a Designated Event Acceptance Notice as defined in Section 7.01(c) of the First Supplemental Indenture dated as of June 1618, 2010 (2004 to the “Indenture”) among Triumph GroupIndenture dated as of June 18, Inc. (“Triumph”), 2004 between the Guarantors party thereto Company and U.S. The Bank National Associationof Nova Scotia Trust Company of New York, as trustee (the “Trustee”). Capitalized terms Terms used but not defined herein shall have the meanings set forth ascribed to them in the Indenture as supplemented by the First Supplemental Indenture. This certificate relates I elect to $ have the following aggregate principal amount of Notes held in (check applicable space) book-entry or definitive form purchased by the undersignedCompany pursuant to Section 7.01 of the First Supplemental Indenture (in multiples of $1,000): $______________________________________________ (must be an integral multiple of $1,000) Certificate No(s). The undersigned of Notes: ------------------------------------- I agree that the Notes will be purchased on the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Notes and the First Supplemental Indenture. If the Company elects, pursuant to Section 7.02 of the First Supplemental Indenture, to pay the Designated Event Repurchase Price, in whole or in part, in shares of Applicable Stock but such portion of the Designated Event Repurchase Price shall ultimately be paid to Holders entirely in cash because any of the conditions to payment of the Designated Event Repurchase Price in shares of Applicable Stock is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Designated Event Repurchase Date, as set forth in Section 7.02(b) of the First Supplemental Indenture, I hereby elect to: [ ] withdraw this Designated Event Acceptance Notice as to $___________________ in principal amount of Notes with the following certificate numbers:______________________________________________________ to which this Designated Event Acceptance Notice relates; [ ] receive cash in respect of the entire Designated Event Repurchase Price for all Notes (transferoror portions thereof) (check one box below):to which this Designated Event Acceptance Notice relates.

Appears in 1 contract

Samples: First Supplemental Indenture (Four Seasons Hotels Inc)

Your Signature. (Sign exactly as your name appears on the face other side of this Note) Signature guaranteeGuarantee: (Signature Signatures must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of an “eligible guarantor institution” meeting the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part requirements of the Note purchased by Triumph pursuant to Section 4.10 Registrar, which requirements include membership or 4.14 of participation in the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: Security Transfer Agent Medallion Program (Sign exactly as your name appears on the Note“STAMP”) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized or such other “signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE ” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR REGISTRATION OF RESTRICTED NOTES Triumph GroupDECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decreases in Principal Amount of this Global Note Amount of increases in Principal Amount of this Global Note Principal amount of this Global Note following such decreases or increases Signature of authorized officer of Trustee or Notes Custodian EXHIBIT B Form of Exchange Note9 AVIS BUDGET CAR RENTAL, Inc. 0000 Xxxxxxx Xxxxx Xxxxx XxxxxLLC AVIS BUDGET FINANCE, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8.625INC. 5.50% Senior Notes due 2018 2023 CUSIP # 896818 AE1 No. _______________ No. ___ $______________ Avis Budget Car Rental, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, and Avis Budget Finance, Inc., a corporation duly organized and existing under the laws of the State of Delaware (together, “the Company,” which term includes their successors and assigns), promise to pay to ___________, or U8968G AB0 Reference is hereby made registered assigns, the principal sum of $___________________ ([ ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to that certain time in accordance with Sections 312 and 313 of the Indenture dated June 16, 2010 referred to on the reverse hereof)]10 (the “IndenturePrincipal Amount”) among Triumph Groupon April 1, Inc. 2023. The Company promises to pay interest semi-annually in cash on April 1 and October 1 of each year, commencing October 1, 2013, at the rate of 5.500% per annum, except that interest accrued on this Note for periods prior to the date on which the Initial Note was surrendered in exchange for this Note will accrue at the rate or rates borne by such Initial Note from time to time during such periods, until the Principal Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue Date.]11 [Interest on this Note will accrue (“Triumph”or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from ____________, ____12.]13 Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the Guarantors party thereto case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and U.S. Bank National Associationmay either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth may be required by such exchange, all as more fully provided in the said Indenture. This certificate relates to $ principal amount of Notes held 10 Include only if the Note is issued in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below):global form.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Your Signature. (Sign exactly as your name appears on the face other side of this Note) Signature guaranteeGuarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change ------------------------- A-2-17 EXHIBIT B --------- Form of Control) of the IndentureCertificate ------------------- -------, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part of the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture---- Bank One, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. National Association 0000 Xxxxxxx Xxxxxxx, Xxxxx Xxxxx XxxxxXX-0000 Xxxxxxxx, XX Xxxx 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Administration Re: Triumph GroupEvergreen International Aviation, Inc. 8.625(the "Company") 12% Senior Second Secured Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 (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 May 16, 2003 (the "Indenture") among Triumph Grouprelating to the Notes, Inc. we hereby certify that we are (“Triumph”)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 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, the Company and each of the Guarantors are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party thereto and U.S. Bank National Association, as trustee (in any administrative or legal proceedings or official inquiry with respect to the “Trustee”)matters covered hereby. Capitalized terms Terms used but not defined herein shall in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: ------------------------------------ Authorized Signature B-1 EXHIBIT C --------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the Indentureundersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. This certificate relates ________________________________________________________________ Please print or typewrite name and address including zip code of assignee ________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing_________________________________________attorney to $ principal amount transfer said Note on the books of Notes held the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE PHYSICAL NOTES] In connection with any transfer of this Note occurring prior to the date which is the earlier of (check applicable spacei) book-entry the date the Shelf Registration Statement is declared effective or definitive form by (ii) the undersigned. The end of the period referred to in Rule 144(k) under the Securities Act, the undersigned (transferor) (check one box below):confirms that without utilizing any general solicitation or general advertising that: [Check One]

Appears in 1 contract

Samples: Evergreen International Aviation Inc

Your Signature. (Sign exactly as your name appears on the face other side of this Note) Signature guaranteeGuarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change ---------------------------------- EXHIBIT B Form of Control) Certificate The Bank of the IndentureNew York 101 Xxxxxxx Xxxxxx 00 West New York, check the box belowNew York 10286 Attention: o Section 4.10 o Section 4.14 If you want to elect to have only part of the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph GroupCorporate Trust Trustee Administration Nextel International, Inc. 0000 Xxxxxxx 10700 Xxxxxxxxx Xxxx. Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx 000 Xxxxxx, Xxxxx 0000 Xxxx XxxxxxxXxxxxxxx 00000 Xxxention: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx President Re: Triumph GroupNextel International, Inc. 8.625(the "Company") 12 3/4% Senior Serial Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 (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 (the "Indenture") among Triumph Groupdated as of August 1, Inc. 2000 relating to the Notes, we hereby certify that we are (“Triumph”), or we will hold such securities on behalf of) a person outside the Guarantors party thereto and United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Bank National AssociationSecurities Act of 1933, as trustee (amended. Accordingly, you are hereby requested to exchange the “Trustee”)legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. Capitalized terms 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 but not defined herein shall 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 to Non-QIB Accredited Investors The Bank of New York 101 Xxxxxxx Xxxxxx 00 West New York, NY 10286 Attention: Corporate Trust Trustee Administration Nextel International, Inc. 10700 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Xxxention: President Re: Nextel International, Inc. (the Indenture. This certificate relates to "Company") 12 3/4% Senior Serial Notes due 2010 (the "Notes") Dear Sirs: In connection with our proposed purchase of $ ____________ aggregate principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below):Notes, we confirm that:

Appears in 1 contract

Samples: Indenture (Nextel International Inc)

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