Such Unit definition

Such Unit shall be deemed to mean "the Facility".

Such Unit is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or in accordance with Regulation S under the Securities Act. Such Unit is being transferred in accordance with Rule 144 under the Securities Act. Such Unit is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A or Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. __________________________ [INSERT NAME OF TRANSFEROR] By: ----------------------------- Date:__________________________ *Check applicable box. EXHIBIT D FORM OF LETTER TO BE DELIVERED BY ACCREDITED INSTITUTIONS We are delivering this letter in connection with an offering of 30,000 Units (the "Units"), each consisting of 40 shares of 13% of Senior Exchangeable Preferred Stock due 2009 (the "Senior Preferred Stock") of Anvil Holdings, Inc., a Delaware corporation ("Holdings"), and 13 shares of Class B Common Stock, $0.01 par value per share (the "Class B Common"), all as described in the Offering Memorandum (the "Offering Memorandum") relating to such offering. The Units, the Senior Preferred Stock and the Class B Common are sometimes referred to herein as the "Securities." We hereby confirm that:

Such Unit is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or in accordance with Regulation S under the Securities Act. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____ Such Unit is being transferred in accordance with Rule 144 under the Securities Act. ____ Such Unit is being transferred in accordance with Regulation S under the Securities Act. ____ Such Unit is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A or Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. ---------------------------------- [INSERT NAME OF TRANSFEROR] By:_______________________________ Date:_________________________ *Check applicable blank. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT D Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors [Date] United States Trust Company of New York 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Re: Units (the "Units") of ____________________ each consisting of $1,000 principal amount of 12% Senior Secured PIK Notes due 2003 and 2.78311 Warrants, each to purchase one share of Common Stock Ladies and Gentlemen: In connection with our proposed purchase of Units, of the Company, we confirm that:

Examples of Such Unit in a sentence

• Such Unit Certificate shall be signed by the President or any Vice President or Assistant Vice President and by the Treasurer, Secretary or an Assistant Secretary of the Company.

• Such Unit Value shall be determined by dividing said Trust Evaluation by the number of Units outstanding on such day.

• The Chair thanked members for providing their Statements on Notable Energy Developments.

• An improvement plan (see Appendix) shall be developed for a Unit Member receiving “satisfactory with improvement needed” or “unsatisfactory – does not meet standards.” Unit Members receiving “unsatisfactory – does not meet standards” shall be evaluated yearly until their performance is “satisfactory – meets standards.” Such Unit Member is also subject to the remedies afforded by Education Code sections 44932-44944.

• Such Unit Chairman shall designate a person residing in that part of the unit located in each of the other involved Congressional or Legislative Districts to serve at the pleasure of the Unit Chairman as the Unit's representative on the respective Congressional or Legislative District Committee with the authority and vote of a Unit Chairman.

• Such Unit Members will be credited with their unused accumulated sick leave, and retain their original anniversary date for salary step advancements.

• Such Unit Member shall within ten (10) working days prior to the effective date of the proposed layoff complete and submit a form provided by the District for this purpose.

• Such Unit I member shall be assigned to their former position or its equivalent and shall have assignment preference over new incoming teachers, provided, however, that a teacher returning at a time other than at the beginning of the school year shall be assigned the first available position for which the teacher is qualified.

• Such Unit member may elect to use accumulated personal leave, in-lieu-of a pay adjustment.

• Such Unit shall come into existence upon Lessee's execution in writing and recordation in the Office of the County Recorder in the county in which the Lands are situated, of an instrument identifying and describing the Unit's acreage.

More Definitions of Such Unit

Such Unit. Member has been given a reasonable opportunity to apply for such vacancy or anticipated vacancy.

Such Unit. Member has been given a reasonable opportunity to apply for such vacancy or anticipated vacancy. XV D. The District shall provide the Association copies of all written recommendations and notices of anticipated layoff(s) at the same time that such materials are mailed to the affected Unit Members. The Human Resources Department shall also provide the Association with a list of existing and anticipated academic vacancies and also with a list of the Unit Members who continue to enjoy statutory preferential recall rights. XV E. If rehired by the District while still under preferential recall rights, a Unit Member shall return to the same position on the salary schedule as previous to the layoff, shall regain all other benefits, and shall be permitted to apply all eligible units earned during his/her/their layoff to salary advancement provided any salary advance shall not exceed the limit elsewhere specified.

Such Unit is being transferred in reliance on another exemption from the registration requirement of the Act (and based on an opinion of counsel if the Issuers or the Unit Agent so request). ____________________________________ [INSERT NAME OF TRANSFEROR] By: ________________________________ Date: ___________________________ *Check applicable box. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- [ ], 20[ ] THE BANK OF NEW YORK 000 Xxxxxxx Xxxxxx, Floor 00 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: In connection with our proposed purchase of certain units (the "Units"), consisting of shares of 14 1/2% senior redeemable preferred stock of TNP Enterprises, Inc. (the "Company"), $1,000 liquidation preference per share ("Shares"), and warrants ("Warrants" and, together with the Units and the Shares, the "Securities"), each Warrant entitling the holder thereof to purchase (at an exercise price of $.01 per limited partnership interest) a Limited Partnership Interest (as defined in the Unit Agreement governing the Units) in SW Acquisition, L.P. (together with the Company, the "Issuers"), we represent that:

Such Unit is being transferred (i) to a qualified institutional buyer (as defined in Rule 144A under the Act) in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the Act (and, in the case of clause (ii), based on an opinion of counsel if the Issuers or the Unit Agent so request) and together with a certification in substantially the form of Exhibit D to the Unit Agreement in accordance with --------- Regulation S under the Act. Such Unit is being transferred (i) in accordance with Rule 144 under the Act (and based on an opinion of counsel if the Issuers or the Unit Agent so request) or (ii) pursuant to an effective registration statement under the Act. Such Unit is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act pursuant to a private placement exemption from the registration requirements of the Act (together with a certification in substantially the form of Exhibit C to the --------- Unit Agreement and based on an opinion of counsel if the Issuers or the Unit Agent so request).