SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in definitive form, or exchanges of a part of another Global 2021 Note or note in definitive form for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each of the Guarantors (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of November 19, 2009 (the “Base Indenture”), by and among AmerisourceBergen Corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of, premium, if any, and interest on the 2021 Notes (as defined in the Supplemental Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Guarantee are expressly set forth in Article 8 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Guarantee. Each Holder of a 2021 Note, by accepting the same, agrees to and will be bound by such provisions and appoints the Trustee attorney-in-fact of such Holder for such purpose. [Name of Guarantor(s)] By: Name: Title: EXHIBIT C FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).
Appears in 1 contract
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in a definitive formNote, or exchanges of a part of another Global 2021 Note or note in definitive form Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B [FORM OF NOTATION OF GUARANTEE SUBSIDIARY GUARANTEE] For value received, each of the Guarantors Guarantor (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Indenture, First Supplemental Indenture dated as of November 19March 23, 2009 2010 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), by Suburban Energy Finance Corp. (“Finance Corp.” and among AmerisourceBergen Corporation (together with Suburban Propane, the “CompanyIssuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 2021 Notes (as defined in the Supplemental Indenture)Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and premiuminterest on the Notes, andif any, to the extent permitted by law, interestif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 8 XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Subsidiary Guarantee. Each Holder of a 2021 Note, by accepting the same, (a) agrees to and will 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 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(sNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT C [FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND GUARANTORS] SUPPLEMENTAL INDENTURE (this “JoinderSupplemental Indenture”), dated as of , 20 , among (the “Guaranteeing SubsidiaryGuarantor”), ) (a subsidiary of AmerisourceBergen Corporation 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 “CompanyIssuers”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. The Bank National Associationof New York Mellon, as trustee under the Second Supplemental Indenture referred to below (the “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 2021 Note for an interest in another Global 2021 Note or for note in definitive forma Definitive Note, or exchanges of a part of another Global 2021 Note or note in definitive form Definitive Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF NOTATIONAL GUARANTEE For value received, each of The Guarantor listed below (hereinafter referred to as the Guarantors (“Guarantor,” which term includes any successor Person successors or assigns under the Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, to the extent set forth and subject to the provisions in the that certain Indenture, dated as of November 19March 9, 2009 (the “Base Indenture”)2021, by and among AmerisourceBergen Corporation between Twilio Inc. (the “Company”) and U.S. Bank National Association, the Trustee (as trustee (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of March 9, 2021, by and between the Second Supplemental Indenture Company and the Trustee (the “Supplemental Indenture”), dated and as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as further amended and supplemented by the Supplemental Indenture is hereinafter referred from time to as time, the “Indenture”)), has guaranteed the Company’s [3.625% Senior Notes due 2029][3.875% Senior Notes due 2031] (athe “Notes”) and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 2021 Notes (as defined in the Supplemental Indenture)Notes, whether at stated maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, andif any, and (to the extent permitted by law) interest on any interest, interestif any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 7 of the Indenture and Supplemental Indenture, (bii) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee or the Indenture. The obligations of the Guarantors each Guarantor to the Holders of 2021 Notes and to the Trustee pursuant to this Guarantee and the 2021 Note Guarantee Indenture are expressly set forth in Article 8 7 of the Supplemental Indenture and reference is hereby made to the Supplemental such Indenture for the precise terms of the 2021 Note this Guarantee. Each No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder of a 2021 Noteor the Trustee, by accepting the same, agrees rights and privileges herein conferred upon that party shall automatically extend to and will be bound vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collection. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by such provisions and appoints the Trustee attorney-in-fact under the Indenture by the manual signature of such Holder for such purposeone of its authorized officers. The Obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 7 OF THE SUPPLEMENTAL INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of: [Name of Guarantor(s)GUARANTOR] By: Name: Name Title: EXHIBIT C FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).
Appears in 1 contract
Samples: Twilio Inc
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in definitive forma Definitive Note, or exchanges of a part of another Global 2021 Note or note in definitive form Definitive Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount at maturity of this Global 2021 Note Amount of Increase increase in Principal Amount at maturity of this Global 2021 Note Principal Amount at maturity of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each of The Guarantor listed below (hereinafter referred to as the Guarantors (“Guarantor,” which term includes any successor Person successors or assigns under the Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of November 19the date hereof, 2009 among the Guarantor, the Issuer (the “Base Indenture”), by and among AmerisourceBergen Corporation (the “Company”defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (aas defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 2021 4.500% Senior Notes due 2048 (as defined in the Supplemental Indenture“Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, andif any, and (to the extent permitted by law, interest) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Company Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture Indenture, and (bii) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will 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 acceleration, call for redemption or otherwise. The obligations of the Guarantors Guarantor to the Holders of 2021 the Notes and to the Trustee pursuant to this Guarantee and the 2021 Note Guarantee Indenture are expressly set forth in Article 8 15 of the Supplemental Indenture and reference is hereby made to the Supplemental such Indenture for the precise terms of the 2021 Note this Guarantee. Each No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of a 2021 Notethe Notes or the Trustee, by accepting the same, agrees rights and privileges herein conferred upon that party shall automatically extend to and will be bound vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by such provisions and appoints the Trustee attorney-in-fact or a duly authorized authenticating agent under the Indenture by the manual signature of such Holder for such purposeone of its authorized officers. [Name The obligations of Guarantor(s)] By: Name: Title: EXHIBIT C FORM the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF JOINDER TO SECOND SUPPLEMENTAL ARTICLE 15 OF THE INDENTURE TO BE DELIVERED ARE INCORPORATED HEREIN BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (REFERENCE. Capitalized terms used herein have the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined same meanings given in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”)unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Essex Portfolio Lp)
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in definitive forma Certificated Note, or exchanges of a part of another Global 2021 Note or note in definitive form Certificated Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF GUARANTEE OF XXXXXX’X ENTERTAINMENT, INC. For value received, each of the Guarantors undersigned, Xxxxxx’x Entertainment, Inc. (the “Guarantor”) (which term includes any successor Person person under the Supplemental Indenture (as hereinafter definedIndenture)) has, jointly and severally, has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of November 19June 9, 2009 2006 (the “Base Indenture”), by and among AmerisourceBergen Corporation Xxxxxx’x Operating Company, Inc. (the “Company”) ), the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), ) (a) the due and punctual payment of the principal of, premium, if any, and interest on on, the 2021 Notes (as defined in the Supplemental Indenture)Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and premiuminterest on the Notes, andif any, to the extent permitted by law, interestif lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Guarantee and the Indenture are expressly set forth in Article 8 15 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Guarantee. Each Holder of a 2021 Note, by accepting the same, (a) agrees to and will shall be bound by such provisions 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 subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. [Name of Guarantor(s)] By: Name: Title: EXHIBIT C FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (Capitalized terms used but not defined herein have the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined meanings given to them in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”)Indenture.
Appears in 1 contract
Samples: Harrahs Entertainment Inc
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in a definitive formNote, or exchanges of a part of another Global 2021 Note or note in definitive form Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B [FORM OF NOTATION OF GUARANTEE SUBSIDIARY GUARANTEE] For value received, each of the Guarantors Guarantor (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Indenture, Second Supplemental Indenture dated as of November 19February 25, 2009 2015 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), by Suburban Energy Finance Corp. (“Finance Corp.” and among AmerisourceBergen Corporation (together with Suburban Propane, the “CompanyIssuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 2021 Notes (as defined in the Supplemental Indenture)Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and premiuminterest on the Notes, andif any, to the extent permitted by law, interestif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 8 XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Subsidiary Guarantee. Each Holder of a 2021 Note, by accepting the same, (a) agrees to and will 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 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(sNAME OF XXXXXXXXX(S)] By: Name: Title: EXHIBIT C [FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND GUARANTORS] SUPPLEMENTAL INDENTURE (this “JoinderSupplemental Indenture”), dated as of , 20 , among (the “Guaranteeing SubsidiaryGuarantor”), ) (a subsidiary of AmerisourceBergen Corporation 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 “CompanyIssuers”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. The Bank National Associationof New York Mellon, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).
Appears in 1 contract
Samples: Second Supplemental Indenture (Suburban Propane Partners Lp)
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in a definitive formNote, or exchanges of a part of another Global 2021 Note or note in definitive form Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B [FORM OF NOTATION OF GUARANTEE SUBSIDIARY GUARANTEE] For value received, each of the Guarantors Guarantor (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Indenture, Third Supplemental Indenture dated as of November 19February 14, 2009 2017 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), by Suburban Energy Finance Corp. (“Finance Corp.” and among AmerisourceBergen Corporation (together with Suburban Propane, the “CompanyIssuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 2021 Notes (as defined in the Supplemental Indenture)Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and premiuminterest on the Notes, andif any, to the extent permitted by law, interestif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 8 XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Subsidiary Guarantee. Each Holder of a 2021 Note, by accepting the same, (a) agrees to and will 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 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(sNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT C [FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND GUARANTORS] SUPPLEMENTAL INDENTURE (this “JoinderSupplemental Indenture”), dated as of , 20 , among (the “Guaranteeing SubsidiaryGuarantor”), ) (a subsidiary of AmerisourceBergen Corporation 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 “CompanyIssuers”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. The Bank National Associationof New York Mellon, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).
Appears in 1 contract
Samples: Third Supplemental Indenture (Suburban Propane Partners Lp)
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in definitive forma Definitive Note, or exchanges of a part of another Global 2021 Note or note in definitive form Definitive Note for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increase) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each Notation of the Guarantors (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, Guarantee Pursuant to the extent set forth and subject to the provisions in the Indenture, dated as of November 19December 15, 2009 (the “Base Indenture”), by and among AmerisourceBergen Corporation TCM Sub, LLC (the “CompanyIssuer”), Scripps Networks Interactive, Inc. (the “Guarantor”) and U.S. Bank National Association, as Trustee, the Guarantor, subject to the provisions of Article Ten of the Indenture, hereby fully, unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and premium, if any, and interest on the Notes and all other monetary obligations of the Issuer under the Indenture; and (ii) the full and punctual performance within applicable given periods hereunder of all other obligations of the Issuer under the Indenture and the Notes. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. SCRIPPS NETWORKS INTERACTIVE, INC. as Guarantor By: Name: Title: EXHIBIT B FORM OF CERTIFICATE OF TRANSFER TCM Sub, LLC c/o Scripps Network Interactive, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. XxXxxxxx U.S. Bank National Association 000 Xxxxxx Xxxxxx, 0xx Xxxxx M/L CN-OH-W6CT Xxxxxxxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxx, Vice President and Trust Officer Re: 3.55% Senior Notes due 2015 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of December 15, 2009, between TCM Sub, LLC, a Delaware limited liability company (the “Issuer”), Scripps Networks Interactive, Inc., an Ohio corporation (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns and proposes to transfer the Notes or interest in such Notes specified in Annex A hereto, (a) the due and punctual payment of in the principal of, premium, if any, and interest on the 2021 Notes (as defined amount of $ in the Supplemental Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any 2021 such Notes or any of such other obligations, that interests (the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Guarantee are expressly set forth in Article 8 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Guarantee. Each Holder of a 2021 Note, by accepting the same, agrees to and will be bound by such provisions and appoints the Trustee attorney-in-fact of such Holder for such purpose. [Name of Guarantor(s)] By: Name: Title: EXHIBIT C FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “JoinderTransfer”), dated as of , 20 , among to (the “Guaranteeing SubsidiaryTransferee”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (as further specified in Annex A hereto. In connection with the “Company”)Transfer, the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).Transferor hereby certifies that: [CHECK ALL THAT APPLY]
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for note in definitive forma Definitive Note, or exchanges of a part of another Global 2021 Note or note in definitive form Definitive Note for an interest in this Global 2021 Note, have been made: Principal Amount Amount of Amount of Maturity of this Decrease in Increase in Global Note Principal Amount Principal Amount Following at Maturity of this at Maturity of this such Decrease (or Date of Exchange Amount of decrease in Principal Amount of this Global 2021 Note Amount of Increase in Principal Amount of this Global 2021 Note Principal Amount of this Global 2021 Note following such decrease (or increaseIncrease) Signature of authorized officer of Trustee or 2021 Note Custodian * This schedule should be included only if the 2021 Note is issued in global form. EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each of the Guarantors Subsidiary Guarantor (which term includes any successor Person under the Supplemental Indenture (as hereinafter defined)Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of November 19May 21, 2009 2015 (the “Base Indenture”), by and among AmerisourceBergen Corporation SM Energy Company, a Delaware corporation (the “Company”) ), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Third Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14September 12, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee 2016 (the Base Indenture Indenture, as so amended and supplemented by the Supplemental Indenture is hereinafter referred to as supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the 2021 Notes (as defined in the Supplemental Indenture), whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and principal, premium, andand interest, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Guarantee and the Indenture are expressly set forth in Article 8 Eleven of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Guarantee. Each Holder This Guarantee shall be governed by and construed in accordance with the laws of a 2021 Note, by accepting the same, agrees to and will be bound by such provisions and appoints the Trustee attorney-in-fact State of such Holder for such purposeNew York. [Insert Name of Guarantor(s)Guarantor] By: Name: Title: Dated: EXHIBIT C FORM OF JOINDER TO SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).C
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Samples: Indenture (SM Energy Co)
