W. R. GRACE & CO.-CONN., as issuer, W. R. GRACE & CO., as Parent Guarantor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTUREIndenture • September 19th, 2014 • W R Grace & Co • Chemicals & allied products • New York
o (iii) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies t
W. R. GRACE & CO.-CONN. as issuer, W. R. GRACE & CO., as Parent Guarantor, EACH OF THE GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 16, 2014 5.125% Notes due 2021...First Supplemental Indenture • September 19th, 2014 • W R Grace & Co • Chemicals & allied products • New York
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Supplemental Indenture and the Securities Act.
