Your Signature. (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
Your Signature. (Sign exactly as your name appears on the other side of this Note) Date: Medallion Signature Guarantee: EXHIBIT B FORM OF RESTRICTED COMMON STOCK LEGEND AND IAI COMMON STOCK LEGEND [IAI Common Stock Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT. IN NO EVENT MAY THIS SECURITY BE SOLD, ASSIGNED, PLEDGED, LOANED HEDGED OR OTHERWISE DISPOSED OF OR ENCUMBERED (COLLECTIVELY, A “TRANSFER”) BY A SPONSOR PURCHASER PRIOR TO APRIL 26, 2007; PROVIDED, HOWEVER, THAT A SPONSOR PURCHASER MAY TRANSFER A NOTE PRIOR TO SUCH TIME TO AN AFFILIATED ENTITY, PROVIDED THAT SUCH TRANSFEREE IS A SPONSOR PURCHASER AND AGREES TO BE BOUND BY THE TRANSFER PROVISIONS OF THE INDENTURE, THE NOTE PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND THE TRANSFERING HOLDER AGREES TO CONTINUE TO BE SO BOUND. ANY SPONSOR PURCHASER HOLDING THIS NOTE AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EVIDENCED HEREBY OTHER THAN DURING THE TIMES DESCRIBED IN THE NOTE PURCHASE AGREEMENT AND ONLY PURSUANT TO (1) A TRANSFER TO THE COMPANY, (2) A PERMITTED TRANSFER, (3) A TRANSFER TO A TRANSFEREE THAT IS NOT SPONSOR OR AN AFFILIATE OF SPONSOR, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, (4) SOLELY IF NO REGISTRATION STATEMENT UNDER THE 1933 ACT IS AVAILABLE FOR SUCH SALE, TO A “QUALIFIED INSTITUTIONAL BUYER” THAT IS NOT SPONSOR OR AN AFFILIATE OF SPONSOR PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OR (5) A TRANSFER TO A TRANSFEREE THAT IS NOT SPONSOR OR AN AFFILIATE OF SPONSOR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NO BANK PURCHASER SHALL TRANSFER THIS SECURITY EXCEPT PURSUANT TO A WRITTEN INSTRUCTION BY THE SPONSOR PURCHASER OR PURSUANT TO A BANK PURCHASER TRANSFER EVENT, IN EACH CASE AS PROVIDED IN THE NOTE PURCHASE AGREEMENT. THIS LEGEND SHALL BE REMOVED, AND REPLACED BY A NEW LEGEND, IN EACH CASE IF APPLICABLE, UPON THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO EITHER OF THE TWO IMMEDIATELY PRECEDING SENTENCES. IF THE PROPOSED TRANSFER IS PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY CLAUSE (5) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FR...
Your Signature. (Sign exactly as your name appears on the face of this Note)
Your Signature. (Sign exactly as your name appears on the other side of this Security)
Your Signature. (Sign exactly as your name appears on the face of this Note) Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by Triumph pursuant to 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below: o Section 4.10 o Section 4.14 If you want to elect to have only part of the Note purchased by Triumph pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification Number: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED NOTES Triumph Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place 00 Xxxxx 00xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxxx: EX-PA-WBSP Xxxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Re: Triumph Group, Inc. 8.625% Senior Notes due 2018 CUSIP # 896818 AE1 or U8968G AB0 Reference is hereby made to that certain Indenture dated June 16, 2010 (the “Indenture”) among Triumph Group, Inc. (“Triumph”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below):
Your Signature. (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:(1)
Your Signature. (Sign exactly as your name appears on the other side of this Security) Date: --------------------------------------- Signature Guarantee:* ----------------------- [Include the following if the Security bears a Restricted Securities Legend -- In connection with any transfer of any of the Securities evidenced by this certificate, the undersigned confirms that such Securities are being: CHECK ONE BOX BELOW
Your Signature. (Sign exactly as your name appears on the face of this 2017 A Note) Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Principal Amount of Amount of Amount of increase this Global Note Signature of decrease in Principal following such authorized officer Date of in Principal Amount of this decrease or of Trustee or Note Exchange Amount Global Note increase Custodian * This schedule should be included only if the Note is issued in global form EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Clear Channel Worldwide Holdings, Inc. 000 Xxxx Xxxxx Xxxx Xxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx, Senior Vice President and Treasurer U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota, 55107 Attention: Clear Channel Administrator Re: 9.25% Series A Senior Notes due 2017 Reference is hereby made to the Indenture, dated as of December 23, 2009 (the “Indenture”), among the Issuer, the Company, CCO, the other guarantors party thereto and the Trustee, Paying Agent, Registrar and Transfer Agent, under which the 2017 A Notes have been issued. 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 2017 A Note[s] or interest in such 2017 A Note[s] specified in Annex A hereto, in the principal amount of $ in such 2017 A 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]
Your Signature. (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned (check one box below): ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW
Your Signature. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $500,000,000. The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian NOTATION OF GUARANTEE The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2046 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2046 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2046 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 othe...
