Common use of SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE Clause in Contracts

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 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 Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Appears in 2 contracts

Samples: Twelfth Supplemental Indenture (MPT Operating Partnership, L.P.), Twelfth Supplemental Indenture (MPT Operating Partnership, L.P.)

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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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF THIS GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN HELD BY THE DEPOSITARY (AS DEFINED IN THIS 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 IN THAT (I) THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THIS INDENTURE, AND NO TRANSFER (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THIS INDENTURE, (III) THIS GLOBAL NOTE (OTHER THAN A TRANSFER MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THIS INDENTURE AND (IV) THIS GLOBAL NOTE AS A WHOLE BY THE DEPOSITARY MAY BE TRANSFERRED TO A NOMINEE SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREISSUERS. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), DEPOSITARY TO THE ISSUERS OR THEIR 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 REPRESENTATIVE OF DTC THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCTHE DEPOSITARY), ANY TRANSFER, PLEDGE 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 HEREINHEREIN THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, 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 BELOW. TRANSFERS BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) 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), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” Reg S - Legends 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 THIS INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE LIMITED ENTITLED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES RECEIVE PAYMENT OF CEDE & COINTEREST HEREON. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS Reg S - Legends 10¾% Senior Secured Discount Notes due 2009 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF PORTIONS SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE OF THIS GLOBAL NOTE SHALL BE LIMITED IS MAY 20, 2004 AND THE YIELD IS 10¾%, COMPOUNDED SEMI-ANNUALLY UP TO TRANSFERS MADE JUNE 15, 2007, AFTER WHICH CASH INTEREST WILL ACCRUE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $725.13 AND THE TOTAL ORIGINAL ISSUE DISCOUNT OVER THE TERM OF THIS NOTE IS $274.87; PROVIDED THAT THE ISSUERS MAY ELECT TO ACCRUE AND PAY CASH INTEREST PRIOR TO JUNE 15, 2007, WHICH WILL RESULT IN A LOWER PRINCIPAL AMOUNT AT MATURITY IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCUSIP — U20900 AB 9 ISIN — USU20900AB90 Principal amount at Maturity $1,325,000 No. S-1 $1,325,000 CONSOLIDATED CONTAINER COMPANY LLC AND CONSOLIDATED CONTAINER CAPITAL, INC. promises to pay to Cede & Co. or registered assigns, the undersignedprincipal sum of **** ONE MILLION, THREE HUNDRED TWENTY-FIVE THOUSAND **** Dollars on June 15, 2009 (or such lesser principal amount specified in the Indenture governing this Note in the event cash interest accrued and was paid on or before June 15, 2007). Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Reg S - face CONSOLIDATED CONTAINER COMPANY LLC By: Consolidated Container Holdings LLC, as Guarantor (which term includes any successor Person under its Sole Member and Manager By: Name: Title: CONSOLIDATED CONTAINER CAPITAL, INC. By: Name: Title: Dated: [ ], 200[ ] This is one of the Indenture hereinafter Notes referred to), has unconditionally guaranteed, to the extent set forth in the within-mentioned Indenture: THE BANK OF NEW YORK, (a) the payment as Trustee By: Authorized Signatory [Back of principal, premium, if any, and interest on this Regulation S Global Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall be promptly paid in full when ] 10¾% Senior Secured Discount Notes due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 2009 Capitalized terms used but not defined herein shall have the meanings ascribed assigned to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned referred to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturebelow unless otherwise indicated.

Appears in 1 contract

Samples: Consolidated Container Co LLC

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL 2034 NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN DEPOSITARY OR BY 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 ISSUERS DEPOSITARY OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR NOMINEE TO A SUCCESSOR THEREOF DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR’S NOMINEESUCCESSOR DEPOSITARY. CUSIP No.: 14149Y BP2 CARDINAL HEALTH, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINC. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, 5.450% Notes due 2034 No. ______ $______________ As revised by the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth Schedule of Exchanges of Interests in the IndentureGlobal Notes attached hereto CARDINAL HEALTH, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the subsidiaries principal sum of _____________ ($___________), as revised by the Operating Partnership party thereto and Wilmington TrustSchedule of Exchanges of Interests in the Global Notes attached hereto, National Associationon February 15, a national banking association organized and existing under the laws 2034, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually on February 15 and August 15 of each year, commencing August 15, 2024, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 15 or the August 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from February 20, 2024, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security Register. The interest so payable on any February 15 or August 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the February 1 or August 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 15 or August 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Cardinal Health Inc

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each Form of 5.65% Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CARDINAL HEALTH, INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS B-1 Second Supplemental Indenture OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS SET FORTH IN SECTION 3.14 REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. CUSIP No.: U1414L AE8 ISIN No.: USU1414LAE84 CARDINAL HEALTH, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)INC. 5.65% Note due 2012 No. R-2 $ CARDINAL HEALTH, has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of DOLLARS ($ ) on June 15, 2012, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on June 15 and December 15 of each year, commencing December 15, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the June 15 or the December 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from June 8, 2007, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any June 15 or December 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the June 1 or December 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such June 15 or December 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Supplemental Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount at Maturity of this Global Note Following Such such Decrease (or Increase) Signature XXXXXXX X-0 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. PIK Interest Note] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL BE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF CEDE & CO. DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 TRANSFER PROVISIONS OF THE INDENTUREINDENTURE.]3 [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION AND THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EXHIBIT C FORM THE HOLDER OF NOTATION THIS SECURITY AGREES FOR THE BENEFIT OF GUARANTEE THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, INCLUDING (X) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (Y) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF THE SECURITIES ACT (IF AVAILABLE) OR (Z) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER 3 For value receivedGlobal Notes INFORMATION TO THE COMPANY, THE TRUSTEE AND THE REGISTRAR REASONABLY SATISFACTORY TO THEM, AND, IN EACH OF CASES (I) THROUGH (III), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]4 4 For Restricted Global Notes and Restricted Definitive Notes. XXXXX: Xx. Xxxxxxxxx Xxxxxx: $ XXXXXXXX PETROLEUM CORPORATION 13.50% Convertible Second Lien Senior Secured Notes due 2019 Xxxxxxxx Petroleum Corporation, a Delaware corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to pay to, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on the later of (i) August 30, 2019 and (ii) the date that is six months after the scheduled maturity date (including after giving effect to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations exercise of the Issuers under RBL Extension Option) of the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note First Lien Credit Agreement or any of such other obligations of the Issuers under the Indenture or the NotesPermitted First Lien Replacement Facility, that same shall be promptly paid but in full when due or performed in accordance with the terms of the extension or renewalany event no later than March 30, whether at stated maturity, by acceleration or otherwise. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation 2020 (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “IndentureMaturity Date”). This Guarantee will become effective in accordance with Article XI Interest Payment Dates: January 15, April 15, July 15 and October 15 of the Indenture each year, commencing January 15, 2017. Regular Record Dates: January 1, April 1, July 1 and the obligations October 1 of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indentureeach year. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms this Note set forth in on the Indenturereverse, which further provisions shall for all purposes have the same effect as if set forth at this place.

Appears in 1 contract

Samples: Indenture (Goodrich Petroleum Corp)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount ofDecrease inPrincipal Amountat Maturity of Decrease in Principal Amount of this Global thisGlobal Note Amount ofIncrease inPrincipal Amountat Maturity of Increase in Principal Amount of this Global thisGlobal Note Principal Amount Amountat Maturity of this Global Note Following Such Decrease thisGlobal NoteFollowing suchDecrease (or IncreaseorIncrease) Signature [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS 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 SUCCESSORREGISTRATION 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) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF 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), 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, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (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 THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN). EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received80 CUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 5% Senior Notes due 2022 Continental Resources, Inc., an Oklahoma corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations [ ] ($[ ]) UNITED STATES DOLLARS on September 15, 2022. Interest Payment Dates: March 15 and September 15 of the Issuers under the Indenture or the Noteseach year, to the Holder commencing September 15, 2012. Regular Record Dates: March 1 and September 1 of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indentureeach year. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms this Note set forth in on the Indenturereverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Appears in 1 contract

Samples: Continental Resources, Inc

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Exhibit B Form of 3.875% Senior Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: due 2024 (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & COCUSIP No.: 14170T AM3 ISIN No.: US14170TAM36 CAREFUSION CORPORATION 3.875% Senior Note due 2024 No. 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- [ ] $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on May 15, National Association2024, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on May 15 and November 15 of each year, commencing , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the May 15 or the November 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from , until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any May 15 or November 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the May 1 or November 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such May 15 or November 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Third Supplemental Indenture (CAREFUSION Corp)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note Following Such such Decrease (or Increase) Signature EXHIBIT A2 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS CO-OBLIGORS OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE CO-OBLIGORS. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF PORTIONS 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT. THE HOLDER OF THIS GLOBAL NOTE SHALL AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE LIMITED TRANSFERRED (A) TO TRANSFERS THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON 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 ACCORDANCE WITH RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE RESTRICTIONS SET FORTH IN SECTION 3.14 UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. EXHIBIT C FORM THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF NOTATION OF GUARANTEE For value receivedA HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP [ ] No. $ GLOBAL CASH ACCESS, the undersignedL.L.C. GLOBAL CASH ACCESS FINANCE CORPORATION 8 3/4% Senior Subordinated Notes due 2012 Global Cash Access, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P.L.L.C., a Delaware limited partnership, liability company (the “Company”) and MPT Global Cash Access Finance Corporation, a Delaware corporation (each“Finance Corp.”, an “Issuer” and togethertogether with the Company, the “IssuersCo-Obligors”), Medical Properties Trustwhich terms include any successor under the Indenture hereinafter referred to, Inc.for value received, a Maryland corporation (the “Parent”)promises to pay to CEDE & CO., or its registered assigns, the subsidiaries principal sum of the Operating Partnership party thereto [Amount of Note] ($[ ]) UNITED STATES DOLLARS on March 15, 2012. Interest Payment Dates: March 15 and Wilmington TrustSeptember 15 of each year, National Associationcommencing September 15, a national banking association organized 2004. Regular Record Dates: March 1 and existing under the laws September 1 of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indentureeach year. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms this Note set forth in on the Indenture.reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Issue Date: March 10, 2004

Appears in 1 contract

Samples: Indenture (Central Credit, LLC)

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 Physical NoteDefinitive Security, or exchanges of a part of another Global Note or Physical Note Definitive Security for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: EXCHANGE NOTES [DTC Legend] THIS NOTE SECURITY IS A REGISTERED GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY THE DEPOSITORY TRUST COMPANY ( THE “DEPOSITARY”) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR THE DEPOSITARY. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR DEPOSITARY, 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 A SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCTHE DEPOSITORY), 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE% SENIOR NOTES DUE No. [ ] $[ ] CUSIP No. 5 XXXXXXX SPINCO, BUT NOT IN PARTINC. XXXXXXX SPINCO, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationINC., a Delaware corporation (each, an “Issuer” and together, the “IssuersCompany”), Medical Properties Trustpromises to pay to , Inc.or registered assigns, a Maryland corporation the principal sum of Dollars (the “Parent”$ ) on . Interest Payment Dates: and Record Dates: and Each holder of this Note (as defined below), by accepting the subsidiaries of the Operating Partnership party thereto same, agrees to and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented shall be bound by the Twelfth Supplemental Indenture, dated as September 21, 2017, by provisions hereof and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture described herein, and authorizes and directs the obligations Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Note hereby waives all notice of the undersigned to acceptance of the Holders of Notes provisions contained herein and to the Trustee pursuant to the Guarantee and in the Indenture are expressly set forth in Article XI of the Indentureand waives reliance by such holder upon said provisions. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee This Note shall not be affected by the fact that it is not affixed entitled to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors benefit under such Guarantor’s Guarantee or the Indenture, or be valid or become obligatory for any claim based onpurpose, in respect of, until the Certificate of Authentication hereon shall have been manually signed by or by reason of, such obligation or its creationon behalf of the Trustee. This Guarantee shall be governed byThe provisions of this Note are continued on the reverse side hereof, and construed in accordance with, such continued provisions shall for all purposes have the laws of the State of New York. This Guarantee is subject to release upon the terms same effect as though fully set forth in the Indentureat this place. 5 Insert unrestricted CUSIP number.

Appears in 1 contract

Samples: Indenture (Everett SpinCo, Inc.)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Exhibit D Form of 5.80% Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CARDINAL HEALTH, INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES 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 CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS SET FORTH IN SECTION 3.14 REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. CUSIP No.: X0000XXX0 ISIN No.: USU1414LAD02 CARDINAL HEALTH, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)INC. 5.80% Note due 2016 No. 2 $275,000 CARDINAL HEALTH, has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000) on October 15, 2016, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on April 15 and October 15 of each year, commencing April 15, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the April 15 or the October 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from October 3, 2006, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any April 15 or October 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the April 1 or October 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such April 15 or October 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Exhibit F Form of 2019 Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS [INSERT IN THE CASE OF THE PERMANENT REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CAREFUSION CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) 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 THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] [INSERT IN THE CASE OF THE TEMPORARY REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN SECTION 3.14 THIS REGULATION S TEMPORARY GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE, OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE INDENTUREREGULATION S RESTRICTED PERIOD (DEFINED BELOW) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedBY ITS ACQUISITION HEREOF, the undersigned, as Guarantor THE HOLDER (which term includes any successor Person under the Indenture hereinafter referred to1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), has unconditionally guaranteed(2) AGREES NOT TO OFFER, to the extent set forth in the IndentureSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT THROUGH EUROCLEAR OR CLEARSTREAM AND ONLY (A) TO CAREFUSION CORPORATION, (aB) the payment of principalPURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, premium(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, if anyTO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, and interest on this NotePURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, in the amounts and at the times when dueIN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, and the payment of interest on the overdue principal(D) IN AN OFFSHORE TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, premiumAND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, if anySALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, and interest, if any, of this CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] CUSIP No.: U14158 AA4 ISIN No.: USU14158AA44 CAREFUSION CORPORATION 6.375% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2019 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on August 1, National Association2019, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 1 and August 1 of each year, commencing February 1, 2010, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 1 or the August 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from July 21, 2009, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the January 15 or July 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 1 or August 1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer 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 2049 Note [See attached.] FORM OF NOTE [Front of 2049 Note] CUSIP #92277G AQ0 4.8750% Senior Note due 2049 No. $ VENTAS REALTY, LIMITED PARTNERSHIP promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on April 15, 2049. Interest Payment Dates: April 15 and October 15 Record Dates: April 1 and October 1 Dated: , 20 THIS GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS A 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 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE WITHIN SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE MEANING INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE HEREINAFTER REFERRED AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE IS SECURITY MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY 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) 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 COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS ISSUER OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE VENTAS REALTY, LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties TrustPARTNERSHIP By: Ventas, Inc., a Maryland corporation (the “Parent”), the subsidiaries its General Partner By: Name: Title: This is one of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws Securities of the United States of Americaseries designated therein referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI By: Authorized Signatory [Back of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular 2049 Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.]

Appears in 1 contract

Samples: Supplemental Indenture (Ventas Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Exhibit D Form of 6.00% Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CARDINAL HEALTH, INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED D-1 Second Supplemental Indenture INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS SET FORTH IN SECTION 3.14 REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. CUSIP No.: U1414L AF5 ISIN No.: USU1414LAF59 CARDINAL HEALTH, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)INC. 6.00% Note due 2017 No. R-2 $ CARDINAL HEALTH, has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of DOLLARS ($ ) on June 15, 2017, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on June 15 and December 15 of each year, commencing December 15, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the June 15 or the December 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from June 8, 2007, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any June 15 or December 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the June 1 or December 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such June 15 or December 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Supplemental Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each Form of Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CAREFUSION CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS SET FORTH IN SECTION 3.14 REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. EXHIBIT C FORM THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF NOTATION THE HOLDER AFTER THE TERMINATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this THE REGULATION S RESTRICTED PERIOD. CUSIP No.: ISIN No.: CAREFUSION CORPORATION 3.300% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2023 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on March 1, National Association2023, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on March 1 and September 1 of each year, commencing , , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the March 1 or the September 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from March 11, 2013, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any March 1 or September 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the February 15 or August 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as next preceding such March 1 or September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Second Supplemental Indenture (CAREFUSION Corp)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized authorized Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. CH\1921617.11 EXHIBIT B FORM OF A-2 [THIS GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN HELD BY THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED DEPOSITARY (AS DEFINED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY 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 IN THAT (1) THE LIMITED CIRCUMSTANCES DESCRIBED IN TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND NO TRANSFER (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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.] [THE NOTE (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, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. TRANSFERS EACH PURCHASER OF THE NOTES EVIDENCED HEREBY 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 NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE CH\1921617.11 REQUIREMENTS OF RULE 000 XXXXX XXX XXXXXXXXXX XXX, (X) XXXXXXX XXX XXXXXX XXXXXX TO A NON-U.S. 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), (II) TO THE COMPANY, OR (III) 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 NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.] [THIS GLOBAL NOTE SHALL (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE LIMITED TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO TRANSFERS AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN WHOLE, BUT NOT IN PART, TO NOMINEES OF REGULATION S UNDER THE SECURITIES ACT.] CH\1921617.11 [Face of Note] CUSIP NO. [ ] 5.625% Note due 2024 No [ ]. $[ ] X. X. XXXXX & CO.-XXXX. promises to pay to 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, or to registered assigns the undersignedprincipal amount of $[ ] Dollars[, as Guarantor (which term includes any successor Person under may be increased or decreased, as reflected on the Indenture hereinafter referred to)attached Schedule of Exchanges of Interests in Global Note] on October 1, has unconditionally guaranteed, 2024 Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Subject to the extent Restrictions set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.CH\1921617.11

Appears in 1 contract

Samples: Indenture (W R Grace & Co)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note Following Such such Decrease (or Increase) Signature XXXXXXX X-0 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS 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 SUCCESSORREGISTRATION 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) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF 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), 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, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (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 THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN). EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 1/8% Senior Notes due 2021 Continental Resources, Inc., an Oklahoma corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations of the Issuers under the Indenture or the Notes[ ] ($[ ]) UNITED STATES DOLLARS on April 1, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture2021.

Appears in 1 contract

Samples: Indenture (Continental Resources Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Exhibit E Form of 2019 Rule 144A Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY RULE 144 OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) AND THE LAST DATE ON WHICH CAREFUSION CORPORATION OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF CAREFUSION CORPORATION WAS THE OWNER OF THIS GLOBAL NOTE SHALL (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE LIMITED REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO TRANSFERS IN WHOLECAREFUSION CORPORATION, BUT NOT IN PART(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE RESTRICTIONS SET FORTH IN SECTION 3.14 SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE INDENTURE. EXHIBIT C FORM SECURITIES ACT, SUBJECT IN EACH OF NOTATION THE FOREGOING CASES TO ANY REQUIREMENT OF GUARANTEE For value receivedLAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, the undersignedAND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, as Guarantor SALE OR TRANSFER (which term includes any successor Person under the Indenture hereinafter referred toI) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO CAREFUSION CORPORATION AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP No.: 14170T AA9 ISIN No.: US14170TAA97 CAREFUSION CORPORATION 6.375% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2019 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on August 1, National Association2019, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 1 and August 1 of each year, commencing February 1, 2010, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 1 or the August 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from July 21, 2009, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the January 15 or July 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 1 or August 1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Exhibit D Form of 2014 Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS [INSERT IN THE CASE OF THE PERMANENT REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CAREFUSION CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) 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 THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] [INSERT IN THE CASE OF THE TEMPORARY REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN SECTION 3.14 THIS REGULATION S TEMPORARY GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE, OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE INDENTUREREGULATION S RESTRICTED PERIOD (DEFINED BELOW) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedBY ITS ACQUISITION HEREOF, the undersigned, as Guarantor THE HOLDER (which term includes any successor Person under the Indenture hereinafter referred to1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), has unconditionally guaranteed(2) AGREES NOT TO OFFER, to the extent set forth in the IndentureSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT THROUGH EUROCLEAR OR CLEARSTREAM AND ONLY (A) TO CAREFUSION CORPORATION, (aB) the payment of principalPURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, premium(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, if anyTO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, and interest on this NotePURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, in the amounts and at the times when dueIN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, and the payment of interest on the overdue principal(D) IN AN OFFSHORE TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, premiumAND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, if anySALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, and interest, if any, of this CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] CUSIP No.: U14158 AC0 ISIN No.: USU14158AC00 CAREFUSION CORPORATION 5.125% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2014 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on August 1, National Association2014, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 1 and August 1 of each year, commencing February 1, 2010, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 1 or the August 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from July 21, 2009, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the January 15 or July 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 1 or August 1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease ofDecrease in Principal Amount at Maturity of thisGlobal Note Amount ofIncrease in Principal Amount at Maturity of thisGlobal Note Principal AmountMaturity of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such such Decrease (or IncreaseorIncrease) Signature XXXXXXX X-0 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS 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 SUCCESSORREGISTRATION 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) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF 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), 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, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (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 THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN). EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 7 3/8% Senior Notes due 2020 Continental Resources, Inc., an Oklahoma corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations of the Issuers under the Indenture or the Notes[ ] ($[ ]) UNITED STATES DOLLARS on October 1, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture2020.

Appears in 1 contract

Samples: Continental Resources, Inc

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount at Maturity of this Global Note Following Such such Decrease (or Increase) Signature XXXXXXX X-0 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS 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 SUCCESSORREGISTRATION 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) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF 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), 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, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (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 THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN). EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 5% Senior Notes due 2022 Continental Resources, Inc., an Oklahoma corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations [ ] ($[ ]) UNITED STATES DOLLARS on September 15, 2022. Interest Payment Dates: March 15 and September 15 of the Issuers under the Indenture or the Noteseach year, to the Holder commencing September 15, 2012. Regular Record Dates: March 1 and September 1 of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indentureeach year. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms this Note set forth in on the Indenturereverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Appears in 1 contract

Samples: Indenture (Continental Resources Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Exhibit C Form of 5.80% Rule 144A Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH CARDINAL HEALTH, INC. OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF CARDINAL HEALTH, INC. WAS THE OWNER OF THIS GLOBAL NOTE SHALL (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE LIMITED REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO TRANSFERS IN WHOLECARDINAL HEALTH, BUT NOT IN PARTINC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO NOMINEES 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 CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE RESTRICTIONS SET FORTH IN SECTION 3.14 SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, as Guarantor AND (which term includes any successor Person under the Indenture hereinafter referred toII) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), has unconditionally guaranteedTO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO CARDINAL HEALTH, to the extent set forth in the IndentureINC. AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP No.: 00000XXX0 ISIN No.: US14149YAK47 CARDINAL HEALTH, (a) the payment of principalINC. 5.80% Note due 2016 No. 1 $499,725,000 CARDINAL HEALTH, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of FOUR HUNDRED NINETY-NINE MILLION AND SEVEN HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($499,725,000) on October 15, 2016, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on April 15 and October 15 of each year, commencing April 15, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the April 15 or the October 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from October 3, 2006, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any April 15 or October 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the April 1 or October 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such April 15 or October 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical 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 Note Custodian * This schedule should be included only if the Note is issued in global formTHIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM. EXHIBIT B Annex C to Fourth Supplemental Indenture FORM OF REGULATION S GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: REPRESENTING CONSENTING NOTE Exhibit A-4 THIS SECURITY IS SUBJECT TO THE “DEBT RESTRUCTURING AMENDMENTS” PROVIDED FOR IN THE RELATED INDENTURE AND IT THEREFORE IS NOT FUNGIBLE WITH, AND MAY NOT BE TRANSFERRED OR EXCHANGED FOR, NOTES OR BENEFICIAL INTERESTS IN NOTES OF THE SAME SERIES THAT ARE NOT SUBJECT TO THE DEBT RESTRUCTURING AMENDMENTS. THIS GLOBAL NOTE IS A 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 2.01 OF THE INDENTURE, (2) THIS GLOBAL NOTE WITHIN MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE MEANING INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE HEREINAFTER REFERRED AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE IS MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY 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) 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 COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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. TRANSFERS 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, AS AMENDED (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 THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OR BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO REGISTRATION OF TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED SECURITY AS SET FORTH ABOVE, WE MAY REQUIRE DELIVERY OF ANY DOCUMENTS OR OTHER EVIDENCE THAT WE, IN OUR ABSOLUTE DISCRETION, DEEM NECESSARY OR APPROPRIATE TO TRANSFERS EVIDENCE COMPLIANCE WITH SUCH EXEMPTION, (2) TO XXXXXXX INTERNATIONAL PROPERTIES, CORP. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN WHOLEEACH CASE, BUT NOT IN PARTACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, TO NOMINEES 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. Regulation S CUSIP: P7182P AD4 Regulation S ISIN: USP7182PAD44 9.50% Senior Secured Notes due 2017 No. S-2 $168,915,179 XXXXXXX INTERNATIONAL PROPERTIES, CORP. (the “Company”) promises to pay to 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedor registered assigns, the undersignedprincipal sum of $168,915,179 payable in the Minimum Scheduled Amortization Amounts set forth below on each Principal Payment Date, as Guarantor (which term includes or if any successor Person under such day is not a Business Day, on the Indenture hereinafter referred to), has unconditionally guaranteednext succeeding Business Day, to the extent described herein and in the Indenture. Interest on the Notes will accrue at the rate of 9.5% per annum and will be payable semi-annually in arrears on each Interest Payment Date. The Company will make each interest payment to the holders of record on the immediately preceding Record Date. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal payments on this Note as of the date of issuance of this Note consist of the “Minimum Scheduled Amortization Amounts” set forth in the Indenturetable below, (a) the payment of principal, premium, if any, and interest on this Note, which equal in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.aggregate

Appears in 1 contract

Samples: Fourth Supplemental Indenture

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as each Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)Indenture) has, has jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 25, 2011 (the “Indenture”) among Vail Resorts, Inc., (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of principalthe principal of, premiumpremium and Additional Interest, if any, and interest on this Noteon, in the amounts Notes, whether at maturity, by acceleration, redemption or otherwise, the due and at the times when due, and the punctual payment of interest on overdue principal of and interest on the overdue principal, premiumNotes, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note any Notes or any of such other obligations of the Issuers under the Indenture or the Notesobligations, that the same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the The obligations of the undersigned Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI 12 of the Indenture. Reference Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of Subsidiary Guarantee. Capitalized terms used but not defined herein have the other provisions of meanings given to them in the Indenture Indenture. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER VAIL RESORTS, INC. 300 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 700 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Attention: Corporate Trust Department ss: Re: 6.50% Senior Subordinated Notes due 2019 Reference is hereby made to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based ondated as of April 25, in respect of2011 (the “Indenture”), or by reason ofamong VAIL RESORTS, such obligation or its creation. This Guarantee shall be governed byINC., and construed in accordance withas issuer (the “Company”), the laws of Guarantors named on the State of New Yorksignature pages thereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee. This Guarantee is subject Capitalized terms used but not defined herein shall have the meanings given to release upon the terms set forth 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 $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: Indenture (Vail Resorts Inc)

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each Form of 2012 Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS [INSERT IN THE CASE OF THE PERMANENT REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CAREFUSION CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) 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 THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] [INSERT IN THE CASE OF THE TEMPORARY REGULATION S NOTE] [THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN SECTION 3.14 THIS REGULATION S TEMPORARY GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE, OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE INDENTUREREGULATION S RESTRICTED PERIOD (DEFINED BELOW) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedBY ITS ACQUISITION HEREOF, the undersigned, as Guarantor THE HOLDER (which term includes any successor Person under the Indenture hereinafter referred to1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), has unconditionally guaranteed(2) AGREES NOT TO OFFER, to the extent set forth in the IndentureSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT THROUGH EUROCLEAR OR CLEARSTREAM AND ONLY (A) TO CAREFUSION CORPORATION, (aB) the payment of principalPURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, premium(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, if anyTO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, and interest on this NotePURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, in the amounts and at the times when dueIN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, and the payment of interest on the overdue principal(D) IN AN OFFSHORE TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, premiumAND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, if anySALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, and interest, if any, of this CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD.] CUSIP No.: U14158 AB2 ISIN No.: USU14158AB27 CAREFUSION CORPORATION 4.125% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2012 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on August 1, National Association2012, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 1 and August 1 of each year, commencing February 1, 2010, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 1 or the August 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from July 21, 2009, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the January 15 or July 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 1 or August 1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer authorized officer of Trustee Registrar or Note Custodian * This schedule should be included only if the Note is issued in global formPrincipal Paying Agent XXXXXXX X-0 [Form of Face of Dollar Note] THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. EXHIBIT B NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED THIS NOTE TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY [RULE 144] [REGULATION S] UNDER THE U.S. SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER, A GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT, OR ANY PERSON ACTING ON ITS BEHALF, REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER 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) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN COMPLETED AND DELIVERED BY THE MEANING OF TRANSFEROR TO THE INDENTURE HEREINAFTER REFERRED TRUSTEE AND (3) AGREES THAT IT WILL DELIVER TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. EACH PERSON TO WHOM THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY 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 NOTE MAY BE EXCHANGED IN THE LIMITED CIRCUMSTANCES DESCRIBED WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY3) 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 ISSUERS OR THEIR 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 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 NOTE SHALL MAY BE LIMITED DELIVERED TO TRANSFERS IN WHOLE, BUT NOT IN PART, THE TRUSTEE FOR CANCELLATION PURSUANT 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 3.14 2.11 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCommon Code CUSIP ISIN 9.625% Senior Secured Notes due 2018 No. $ KINOVE GERMAN BONDCO GMBH promises to pay to or registered assigns, the undersigned, principal sum of DOLLARS or such greater or lesser amount as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth indicated in the Indenture, (a) the payment schedule of principal, premium, if any, and interest on this Note, Exchanges of Interests in the amounts Global Note on June 15, 2018. Interest Payment Dates: June 15 and at the times when due, December 15 Record Dates: June 1 and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.December 1

Appears in 1 contract

Samples: Additional Intercreditor Agreement (Orion Engineered Carbons S.a r.l.)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer authorized officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM A2 [Face of Regulation S Temporary Global Note] CUSIP/CINS __________ 7.75 % Senior Subordinated Notes due 2014 No. ___ $__________ ANGIOTECH PHARMACEUTICAL, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of __________________________________________________________ DOLLARS on April 1, 2014. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Dated: Xxxxx 00, 0000 XXXXXXXXX PHARMACEUTICAL, INC. By: ________________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: XXXXX FARGO BANK, N.A., as Trustee By: ____________________________ Authorized Signatory [Back of Regulation S Temporary Global Note] 7.75 % Senior Subordinated Notes due 2014 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 LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS A 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 NOTE WITHIN MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE MEANING INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE HEREINAFTER REFERRED AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE IS MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY 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) 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 COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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. TRANSFERS THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS GLOBAL NOTE SHALL IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE LIMITED RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO TRANSFERS THE COMPANY, (II) IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR THE UNITED STATES TO A SUCCESSOR THEREOF PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) 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 SUCCESSOR’S NOMINEETRANSFER, FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND TRANSFERS OF PORTIONS AGREEMENTS RELATING TO THE TRANSFER OF THIS GLOBAL NOTE SHALL (THE FORM OF WHICH CAN BE LIMITED OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO TRANSFERS MADE THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE RESTRICTIONS SET FORTH SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES, IN SECTION 3.14 EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE INDENTUREUNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. EXHIBIT C FORM IN CANADA UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF NOTATION OF GUARANTEE For value receivedTHIS SECURITY MUST NOT TRADE THE SECURITY UNTIL JULY 24, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2006. Capitalized terms used but not defined herein shall have the meanings ascribed assigned to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned referred to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturebelow unless otherwise indicated.

Appears in 1 contract

Samples: Supplemental Indenture (Angiotech Pharmaceuticals Inc)

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 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 Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 20132013 (the “Base Indenture”), by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Sixteenth Supplemental Indenture, dated as September 21of December 4, 20172020, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Appears in 1 contract

Samples: Sixteenth Supplemental Indenture (MPT Operating Partnership, L.P.)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Exhibit C Form of 2014 Rule 144A Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY RULE 144 OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES (WHICH MAY INCLUDE A SUBSEQUENT DATE OF ISSUE OF ADDITIONAL NOTES THAT FORM A SINGLE SERIES WITH THE NOTES) AND THE LAST DATE ON WHICH CAREFUSION CORPORATION OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF CAREFUSION CORPORATION WAS THE OWNER OF THIS GLOBAL NOTE SHALL (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE LIMITED REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO TRANSFERS IN WHOLECAREFUSION CORPORATION, BUT NOT IN PART(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO NOMINEES A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) IN AN OFFSHORE TRANSACTION TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE RESTRICTIONS SET FORTH IN SECTION 3.14 SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE INDENTURE. EXHIBIT C FORM SECURITIES ACT, SUBJECT IN EACH OF NOTATION THE FOREGOING CASES TO ANY REQUIREMENT OF GUARANTEE For value receivedLAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, the undersignedAND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CAREFUSION CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, as Guarantor SALE OR TRANSFER (which term includes any successor Person under the Indenture hereinafter referred toI) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO CAREFUSION CORPORATION AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP No.: 14170T AE1 ISIN No.: US14170TAE10 CAREFUSION CORPORATION 5.125% Senior Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 otherwise2014 No. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on August 1, National Association2014, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 1 and August 1 of each year, commencing February 1, 2010, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the February 1 or the August 1, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from July 21, 2009, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the January 15 or July 15, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such February 1 or August 1. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Exhibit C Form of 6.00% Rule 144A Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH CARDINAL HEALTH, INC. OR ANY “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF CARDINAL HEALTH, INC. WAS THE OWNER OF THIS GLOBAL NOTE SHALL C-1 Second Supplemental Indenture (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE LIMITED REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”) EXCEPT (A) TO TRANSFERS IN WHOLECARDINAL HEALTH, BUT NOT IN PARTINC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO NOMINEES 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 CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE RESTRICTIONS SET FORTH IN SECTION 3.14 SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, as Guarantor AND (which term includes any successor Person under the Indenture hereinafter referred toII) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), has unconditionally guaranteedTO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE, to the extent set forth in the IndentureIS COMPLETED AND DELIVERED BY THE TRANSFEROR TO CARDINAL HEALTH, (a) the payment of principalINC. AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP No.: 14149Y AN8 ISIN No.: US14149YAN85 CARDINAL HEALTH, premiumINC. 6.00% Note due 2017 No. R-1 $ CARDINAL HEALTH, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of DOLLARS ($ ) on June 15, 2017, in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on June 15 and December 15 of each year, commencing December 15, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the June 15 or the December 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from June 8, 2007, until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any June 15 or December 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the June 1 or December 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such June 15 or December 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Supplemental Indenture (Cardinal Health Inc)

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 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 Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Thirteenth Supplemental Indenture, dated as September 21July 26, 20172019, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.

Appears in 1 contract

Samples: Thirteenth Supplemental Indenture (MPT Operating Partnership, L.P.)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increase) increase Signature of Authorized Officer authorized office of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each CONVERSION NOTICE Global Note authenticated and delivered hereunder shall bear the following legendCrossing Limited Xxxxx Fargo Bank, N.A. Re: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE 5.0% Convertible Senior Notes due 2011 — REPURCHASE NOTICE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYCUSIP 00000X XX 1) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, Reference is hereby made to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10May 18, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation 2006 (the “ParentBase Indenture), ) and the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21of May 30, 2017, by and among the Issuers, the Parent and the Trustee 2006 (the “Supplemental Indenture” and, together with the Base Indenture, as the “Indenture”), each between Global Crossing Limited, as issuer (the “Company”), and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”). This Guarantee will become effective Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Supplemental Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI terms of the Indenture. Reference is hereby made The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the Indenture for the precise terms name of the Guarantee undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and all (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of the other provisions of the Indenture 1934. Any amount required to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected paid by the fact that it is not affixed to any particular undersigned on account of interest accompanies this Note. No director, officer, employee, incorporator, stockholder Dated: Signature(s) If shares of Common Stock or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall Notes are to be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth registered in the Indenture.name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. (Signature Guaranteed) If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Samples: First Supplemental Indenture (Global Crossing LTD)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note Following Such such Decrease (or Increase) Signature XXXXXXX X-0 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS 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 SUCCESSORREGISTRATION 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) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES) AFTER THE LATER OF THE ISSUE DATE HEREOF 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), 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, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSE (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 THE REQUEST OF THE HOLDER OR THE ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 OF THE INDENTUREINDENTURE (AS DEFINED HEREIN). EXHIBIT C FORM OF NOTATION OF GUARANTEE For value receivedCUSIP: No. Principal Amount: $ CONTINENTAL RESOURCES, INC. 8.25% Senior Notes due 2019 Continental Resources, Inc., an Oklahoma corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations [ ] ($[ ]) UNITED STATES DOLLARS on October 1, 2019. Interest Payment Dates: April 1 and October 1 of the Issuers under the Indenture or the Noteseach year, to the Holder commencing April 1, 2010. Regular Record Dates: March 15 and September 15 of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indentureeach year. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms this Note set forth in on the Indenturereverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Appears in 1 contract

Samples: Continental Resources Inc

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 Physical definitive Note, or exchanges of a part of another Global Note or Physical definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 ISSUERS OR THEIR 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 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE SUBSIDIARY GUARANTEE] For value received, the undersigned, as each Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)Indenture) has, has jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27, 2014 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of principalthe principal of, premiumpremium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, and interest on this Note, in the amounts and at the times when dueif lawful, and the payment of interest on the overdue principal, premium, if any, due and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or punctual performance of all other obligations of the Issuers under to the Indenture Holders or the Notes, to the Holder of this Note and the Trustee, Trustee all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; Supplemental Indenture and (b) in case of any extension of time of payment or renewal of this Note any Notes or any of such other obligations of the Issuers under the Indenture or the Notesobligations, that the same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the The obligations of the undersigned Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XI XII of the Indenture. Reference Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Guarantee Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and all shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the other provisions subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT C [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to which below (the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture“Trustee”).

Appears in 1 contract

Samples: First Supplemental Indenture (Suburban Propane Partners Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized signatory of Trustee or Exhibit C Form of 4.875% Senior Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: due 2044 (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & COCUSIP No.: 14170T AK7 ISIN No.: US14170TAK79 CAREFUSION CORPORATION 4.875% Senior Note due 2044 No. 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersigned, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance CorporationR- [ ] $ CAREFUSION CORPORATION, a Delaware corporation (each, an the “Issuer” and together, the “Issuers”), Medical Properties Trustfor value received, Inc.hereby promises to pay to Cede & Co. or registered assigns, a Maryland corporation (at the “Parent”)office or agency of the Issuer in New York, New York, the subsidiaries principal sum of the Operating Partnership party thereto and Wilmington TrustDOLLARS ($ ) on May 15, National Association2044, a national banking association organized and existing under the laws in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on May 15 and November 15 of each year, commencing , on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the May 15 or the November 15, as trustee (the “Trustee”)case may be, next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on these Notes, in which case from , until payment of said principal sum has been made or duly provided for, provided that, payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the Security register. The interest so payable on any May 15 or November 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the May 1 or November 1, as amended and supplemented by the Twelfth Supplemental Indenturecase may be, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenext preceding such May 15 or November 15. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Third Supplemental Indenture (CAREFUSION Corp)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease following such decrease (or Increaseincrease) Signature of Authorized Officer 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 2027 NOTE [Face of Note] CUSIP # 92277G AL1 3.850% Senior Note due 2027 No. $ VENTAS REALTY, LIMITED PARTNERSHIP promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on April 1, 2027. Interest Payment Dates: October 1 and April 1 Record Dates: September 15 and March 15 Dated: , 20 THIS GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS A 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 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE WITHIN SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE MEANING INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE HEREINAFTER REFERRED AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE IS SECURITY MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY 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) 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 COMPANYCOMPANY (55 XXXXX XXXXXX, A NEW YORK CORPORATION XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS ISSUER OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE VENTAS REALTY, LIMITED TO TRANSFERS IN WHOLEPARTNERSHIP By: Ventas, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, Inc. Its: General Partner By: Name: Title: By: Name: Title: This is one of the undersignedSecurities of the series designated therein referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment Trustee By: Authorized Signatory [Back of principal, premium, if any, and interest on this 2027 Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture.]

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Ventas Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Principal Amount Amount of Decrease Amount of Increase Maturity of this in Principal Amount in Principal Amount Global Following at Maturity of this at Maturity of this such Decrease (or 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 EXHIBIT A2 [Face 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 GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Note] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS COMPANY OR THEIR 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 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 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 NOTE SHALL 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 LIMITED REQUIRED PURSUANT TO TRANSFERS SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE, WHOLE BUT NOT IN PARTPART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO NOMINEES THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF CEDE & CO. OR THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR THEREOF DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SUCCESSORREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON 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, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S NOMINEEAND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (2) IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.14 EACH OF THE INDENTUREFOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. EXHIBIT C FORM THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF NOTATION OF GUARANTEE For value receivedA HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). CUSIP [ ] No. ___ $ BXXXXXX EXPLORATION COMPANY 9 5/8% Senior Notes due 2000 Xxxxxxx Exploration Company, a Delaware corporation (the undersigned“Company”), as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to), has unconditionally guaranteedfor value received, promises to the extent set forth in the Indenturepay to CEDE & CO., (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by lawor its registered assigns, the payment or performance principal sum of all other obligations [Amount of the Issuers under the Indenture or the NotesNote] ($[ ]) UNITED STATES DOLLARS on May 1, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), the subsidiaries of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenture. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture2014.

Appears in 1 contract

Samples: Indenture (Brigham Exploration Co)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Physical certificated Note, or exchanges of a part of another Global Note Security or Physical certificated Note for an interest in this Global NoteSecurity, have been made: Date of Exchange Amount of Decrease decrease in Principal Amount of this Global Note Security Amount of Increase increase in Principal Amount of this Global Note Security Principal Amount of this Global Note Following Such Decrease Security following such decrease (or Increaseincrease) Signature of Authorized Officer authorized officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each Form of Floating Rate Regulation S Global Note authenticated and delivered hereunder shall bear the following legend: (face of security) THIS NOTE SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYTHEREOF. THIS NOTE SECURITY IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREINDENTURE AND, UNLESS AND NO TRANSFER OF UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY 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) 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 ISSUERS ISSUER OR THEIR 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 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE SHALL NOR ANY INTEREST HEREIN MAY BE LIMITED OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), (2) AGREES NOT TO TRANSFERS IN WHOLEOFFER, BUT NOT IN PARTSELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “REGULATION S RESTRICTED PERIOD”) EXCEPT (A) TO CARDINAL HEALTH, INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT, TO NOMINEES 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 CEDE & CO. OR A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEEWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE RESTRICTIONS SET FORTH IN SECTION 3.14 REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. EXHIBIT C FORM AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF NOTATION AN OPINION OF GUARANTEE For value receivedCOUNSEL, the undersignedCERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. CUSIP No.: X0000XXX0 ISIN No.: USU1414LAA62 CARDINAL HEALTH, as Guarantor (which term includes any successor Person under the Indenture hereinafter referred to)INC. Floating Rate Senior Notes due 2009 No. 2 $0 CARDINAL HEALTH, has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (eachINC., an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland Ohio corporation (the “ParentIssuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the subsidiaries office or agency of the Operating Partnership party thereto and Wilmington TrustIssuer in Columbus, National AssociationOhio, a national banking association organized and existing under the laws principal sum of ZERO DOLLARS ($0) on October 2, 2009 (“Maturity”), in such coin or currency of the United States of AmericaAmerica as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, on January 2, April 2, July 2 and October 2 of each year, commencing January 2, 2007, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified herein. Cash interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 3, 2006, to but excluding the relevant payment date, provided that if an interest payment date for the Notes falls on a day that is not a Business Day, the interest payment date shall be postponed to the next succeeding Business Day. The Issuer will pay interest quarterly in arrears on each interest payment date, commencing January 2, 2007, to the person in whose name the Notes are registered at the close of business on the Business Day preceding the interest payment date. Interest will be computed on the basis of the actual number of calendar days in an interest period and a 360-day year. The Notes will bear interest for each interest period at a rate determined by the calculation agent. The calculation agent for this purpose is The Bank of New York Trust Company, N.A. until such time as the Issuer appoints a successor calculation agent. The interest rate on the Notes for a particular interest period will be a per annum rate equal to three-month LIBOR as determined on the interest determination date plus 0.27%. The interest determination date for an interest period will be the second London business day preceding such interest period. Promptly upon determination, the calculation agent will inform the Trustee and the Issuer of the interest rate for the next interest period. Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the Holders, the Trustee and the Issuer. A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. On any interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as trustee (such rate appears on “Telerate Page 3750” at approximately 11:00 a.m., London time, on such interest determination date. If on an interest determination date, such rate does not appear on the “Trustee”)Telerate Page 3750” as of 11:00 a.m., as amended and supplemented by London time, or if the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers“Telerate Page 3750” is not available on such date, the Parent calculation agent will obtain such rate from Bloomberg L.P. page “BBAM.” If no offered rate appears on “Telerate Page 3750” or Bloomberg L.P. page “BBAM” on an interest determination date at approximately 11:00 a.m., London time, then the calculation agent (after consultation with the Issuer) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the Trustee (rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the “Supplemental Indenture” London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the calculation agent will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable interest period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set equal to the rate of LIBOR for the then current interest period. Upon request from any Holder, the calculation agent will provide the interest rate in effect on the Notes for the current interest period and, together with the Base Indentureif it has been determined, the “Indenture”)interest rate to be in effect for the next interest period. This Guarantee Dollar amounts resulting from such calculation will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned be rounded to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XI of the Indenturenearest cent, with one-half cent being rounded upward. Reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other further provisions of this Note set forth on the Indenture to which reverse hereof. Such further provisions shall for all purposes have the Guarantee relatessame effect as though fully set forth at this place. The validity and enforceability of any Guarantee This Note shall not be affected valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the fact that it is not affixed Trustee under the Indenture referred to any particular Note. No director, officer, employee, incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or on the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenturereverse hereof.

Appears in 1 contract

Samples: Indenture (Cardinal Health Inc)

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 Physical Definitive Note, or exchanges of a part of another Global Note or Physical Definitive Note for an interest in this Global Note, have been made: Principal Amount of Amount of decrease in Amount of increase in this Global Note Signature of authorized Principal Amount Principal Amount following such officer of 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 decrease (or Increaseincrease) Signature of Authorized Officer of Trustee or Note Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT Exhibit B FORM OF GLOBAL NOTE LEGEND Each Global Note authenticated and delivered hereunder shall bear CONVERSION NOTICE Ciena Corporation [ ] Re: [ ]% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (CUSIP [ ]) Reference is hereby made to the following legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREIndenture, AND NO TRANSFER OF THIS NOTE dated as of June [ ], 2007 (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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 (the DTCIndenture”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFERbetween Ciena Corporation, 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 as issuer (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe “Company”), 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, 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 3.14 OF THE INDENTURE. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, the undersignedand The Bank of New York, as Guarantor trustee (which term includes any successor Person under the Indenture hereinafter referred to“Trustee”), has unconditionally guaranteed, to the extent set forth in the Indenture, (a) the payment of principal, premium, if any, and interest on this Note, in the amounts and at the times when due, and the payment of interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article XI thereof; and (b) in case of any extension of time of payment or renewal of this Note or any of such other obligations of the Issuers under the Indenture or the Notes, that same shall 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 but not defined herein shall have the meanings ascribed given to them in the Base Indenture, dated as of October 10, 2013, by and among MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (each, an “Issuer” and together, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation . (the “ParentOwner)) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the subsidiaries principal amount of the Operating Partnership party thereto and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee $ in such Note[s] or interests (the “TrusteeConversion), as amended and supplemented by the Twelfth Supplemental Indenture, dated as September 21, 2017, by and among the Issuers, the Parent and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This Guarantee will become effective in accordance with Article XI of the Indenture and the obligations of the undersigned to the Holders of Notes and to the Trustee ) pursuant to the Guarantee and the Indenture are expressly set forth in Article XI VI of the Indenture. Reference is In connection with the Conversion, the Owner hereby made certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the Indenture for principal amount designated above into the precise terms number of shares of Common Stock of the Guarantee Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and all any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other provisions than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of the Indenture 1934. Any amount required to which the Guarantee relates. The validity and enforceability of any Guarantee shall not be affected paid by the fact that it is not affixed to any particular undersigned on account of interest accompanies this Note. No director, officer, employee, incorporator, stockholder Dated: Signature(s) If shares of Common Stock or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for any obligations of such Guarantors under such Guarantor’s Guarantee or the Indenture, or for any claim based on, in respect of, or by reason of, such obligation or its creation. This Guarantee shall Notes are to be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee is subject to release upon the terms set forth registered in the Indenture.name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Samples: Change   Stock (Ciena Corp)

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