Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 (together with its successors and assigns, the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
Appears in 1 contract
Sources: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ £ 144A Global Note, ☐ £ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd.[name of Restricted Subsidiary], a company limited by shares incorporated under the laws of the British Virgin Islands [______________] [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 (together with its successors and assigns, the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
Appears in 1 contract
Sources: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ ¨ 144A Global Note, ☐ ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: This Supplemental IndentureAcadia Healthcare Company, dated as of [__________] (this “Supplemental Indenture”)Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U.S. Bank National Association Global Corporate Trust Services ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and registered with ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇, CCTS Re: 5.625% Senior Notes due 2023 Reference is hereby made to the Luxembourg Trade and Companies’ Register under number B163424 Indenture, dated as of February 11, 2015 (together with its successors and assignsthe “Indenture”), among Acadia Healthcare Company, Inc., a Delaware corporation (the “Company”) ), as issuer, the Guarantors party thereto and Wilmington Trust, U.S. Bank National Association, as trustee trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of:
(the “Trustee”a) under the Indenture referred to below.¨ a beneficial interest in a Global Note, or
(b) ¨ a Definitive Note, we confirm that:
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ ¨ 144A Global Note, ☐ ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇▇▇▇▇▇▇ Technologies Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and registered with ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ CUSIP: Re: 7% Senior Notes due 2020 Reference is hereby made to the Luxembourg Trade and Companies’ Register under number B163424 Indenture, dated as of August 2, 2010 (together with its successors and assignsthe “Indenture”), between ▇▇▇▇▇▇▇▇▇ Technologies Corporation, a Delaware corporation (the “Company”) ), the Subsidiary Guarantors and Wilmington Trust▇▇▇▇▇ Fargo Bank, National Association, as trustee trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount at maturity of:
(a) ¨ beneficial interest in a Global Note, or
(b) ¨ a Definitive Note, we confirm that:
1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”).
2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we shall do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.
3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we shall be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us shall bear a legend to the foregoing effect.
4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) under the Indenture referred as to beloweach of which we exercise sole investment discretion.
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] ____________ SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of _________, among [name of New Subsidiary Guarantor[s]] (the “New Subsidiary Guarantor”), among Olinda Star Ltd.Studio City Finance Limited, a BVI business company with limited by shares liability incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 (together with its successors and assigns, the “Company”) and Wilmington Trust, National AssociationDeutsche Bank Trust Company Americas, as trustee Trustee (in such role, the “Trustee”) under the Indenture referred to below).
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s 's Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ [ ] 144A Global Note, ☐ [ ] Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s 's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: <PAGE> C-2 Dated: This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-<PAGE> C-3 ▇▇, ▇▇▇▇▇▇▇ Technologies Corporation ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and registered with ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ CUSIP: ____________ Re: 7.75% Senior Subordinated Notes due 2013 Reference is hereby made to the Luxembourg Trade and Companies’ Register under number B163424 Indenture, dated as of June 11, 2003 (together with its successors and assignsthe "Indenture"), between ▇▇▇▇▇▇▇▇▇ Technologies Corporation, a Delaware corporation (the "Company"), the “Company”) Subsidiary Guarantors and Wilmington Trust, National AssociationThe Bank of New York, as trustee (trustee. Capitalized terms used but not defined herein shall have the “Trustee”) under meanings given to them in the Indenture referred to below.Indenture. In connection with our proposed purchase of $____________ aggregate principal amount at maturity of:
Appears in 1 contract
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the the: [CHECK ONE] ☐ o 144A Global Note, ☐ Regulation o Reg S Global Note, or o Rule 501 Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: This Supplemental Indenture, dated as of [___________________________ [Insert Name of Owner] (this “Supplemental Indenture”)By: _______________________ Name: Title: Dated: ____________________ MTR Gaming Group, among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at Inc. ▇-▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇, West Virginia 26034 Attention: Chief Financial Officer ▇-▇▇▇▇ Fargo Bank, N.A. Corporate Trust Services ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Department Re: 9% Senior Subordinated Notes due 2012 Ladies and registered with Gentlemen: Reference is hereby made to the Luxembourg Trade Indenture, dated as of May 25, 2006 (the “Indenture”), by and Companies’ Register under number B163424 among MTR Gaming Group, as issuer (together with its successors and assigns, the “Company”) ), the Guarantors and Wilmington Trust▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
1. We understand and acknowledge that the Notes have not been registered under the Indenture referred Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law or pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of the Company.
Appears in 1 contract
Sources: Indenture (MTR Gaming Group Inc)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the the: [CHECK ONE] ☐ o 144A Global Note, ☐ Note or o Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyFinanceco. [Insert Name of Owner] By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at Solectron Global Finance LTD Solectron Corporation 8▇-▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ and registered with ▇▇▇▇▇ U.S. Bank National Association 6▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Re: 8.00% Senior Subordinated Notes due 2016 Dear Sirs: Reference is hereby made to the Luxembourg Trade and Companies’ Register under number B163424 Indenture, dated as of February 21, 2006 (together with its successors and assigns, the “CompanyIndenture”), between Solectron Global Finance LTD, as issuer (“Financeco”), Solectron Corporation, as guarantor (“Solectron”) and Wilmington Trust, U.S. National Association, as trustee trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:
1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “TrusteeSecurities Act”) ).
2. We understand that the offer and sale of the Notes have not been registered under the Indenture referred Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to Financeco or Solectron or any of their respective subsidiaries, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to Financeco a signed letter substantially in the form of this letter and, if the proposed transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion of counsel in form reasonably acceptable to Financeco to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act, (F) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company) or (G) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note from us in a transaction meeting the requirements of clauses (A) through (F) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.
Appears in 1 contract
Sources: Indenture (Solectron Corp)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ ¨ 144A Global Note, ☐ Note ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Owner] By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] ___________ SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)) dated as of ___________, among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands [GUARANTOR] (the “Additional Subsidiary New Guarantor”), Constellation Oil Services Holding S.A.AMERICAN AXLE & MANUFACTURING, INC., a public limited liability company Delaware corporation (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg“Issuer”), having its registered office at ▇-▇▇AMERICAN AXLE & MANUFACTURING HOLDINGS, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇INC., ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 a Delaware corporation (together with its successors and assigns, the “Company”) ), on behalf of itself and Wilmington Trust, National Association, as trustee the other Guarantors (the “TrusteeExisting Guarantors”) under the Indenture referred to below, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.
Appears in 1 contract
Sources: Indenture (American Axle & Manufacturing Holdings Inc)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: _____________________ This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture”), among Olinda Star Ltd.[name of Restricted Subsidiary], a company limited by shares incorporated under the laws of the British Virgin Islands [______________] [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 (together with its successors and assigns, the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
Appears in 1 contract
Sources: Indenture (Arazi S.a r.l.)
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the the: [CHECK ONE] ☐ 144A Global Note, ☐ Note or Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Owner] By: Name: Title: Dated: This Supplemental Indenture, dated as of [__________] Indenture (this “Supplemental Indenture”), dated as of , among Olinda Star Ltd., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Additional Subsidiary GuarantorGuaranteeing Subsidiary”), Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) incorporated under the laws subsidiary of the Grand Duchy of Luxembourg, having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies’ Register under number B163424 Dynamics, L.L.C., a Delaware limited liability company (together with its successors and assigns, the “Company”) ), the Company, ▇▇▇▇▇▇▇ Dynamics Finance Company, a Delaware corporation (together with the Company, the “Issuers”), ▇▇▇▇▇▇▇ Dynamics Holdings, Inc., a Delaware corporation (“Parent”), and Wilmington Trust, U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) under the Indenture referred to below).
Appears in 1 contract
Sources: Indenture (Douglas Dynamics, Inc)