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 ☐ 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 Owner] By: Name: Title: Dated: EXHIBIT D Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 16, 2025 (the “Indenture”), by and between Compass Minerals International, Inc. (“Compass”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), has guaranteed the 8.000% Senior Notes due 2030 (the “Notes”) and the obligations of Compass under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Compass, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of Compass to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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 and expenses and court costs) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note 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 Compass’ 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 or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE 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] By: Name: Title: EXHIBIT E [ - insert number] Supplemental Indenture (this “Supplemental Indenture”), dated as of [ ] [ ], 20[ ], among Compass Minerals International, Inc., a Delaware corporation (the “Company”), (the “Guaranteeing Subsidiary”), a and a subsidiary of the Company, and Computershare Trust Company, N.A., as trustee (the “Trustee”).
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] o 144A Global Note ☐ Note, o Regulation S Global Note with an equal principal amountNote, 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 Owner] By: Name: Title: Dated: EXHIBIT D Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture:__________, dated as of June 16, 2025 (the “Indenture”), by and between Compass Minerals International, Inc. (“Compass”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), has guaranteed the 8.000% Senior Notes due 2030 (the “Notes”) and the obligations of Compass under the Indenture, which include ____
(i) has unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, premium and interest on the Notes of CompassNotes, whether at stated maturitymaturity or interest payment date, by acceleration acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal and premium, if any, of and (to the extent permitted by lawif lawful) interest on any interest, if any, on the Notes, and (c) the due and punctual performance of all other obligations of Compass the Company to the Holders or the Trustee Trustee, all in accordance with the terms set forth in Article X of the Indenture, and (iid) in case of any extension of time of payment or renewal of any 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, otherwise and (iiiii) the payment of has agreed to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses and court costsfees) incurred by the Trustee or any Holder in accordance with the terms of the Indenture in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employeeshareholder, officer, director director, employee or incorporator, as such, past, present or future future, of each Guarantor the Guarantors shall have any personal liability under this Note Guarantee by reason of his or its status as such stockholder, employeeshareholder, officer, director director, employee or incorporator. This is a continuing Note 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 Compass’ 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, Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE 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] EACH ENTITY LISTED ON SCHEDULE I HERETO By: Name: Title: EXHIBIT E [ - insert number] Supplemental Indenture Chief Financial Officer Cenveo, Inc. CNMW Investments, Inc. Cenveo Commercial Ohio, LLC Cenveo Government Printing, Inc. Cenveo Services, LLC Discount Labels, LLC Cenveo Omemee LLC Colorhouse China, Inc. RX JV Holding, Inc. CRX JV, LLC CRX Holding, Inc. RX Technology Corp. Cadmus Printing Group, Inc. W▇▇▇▇▇▇▇ Graphics, Inc. Cadmus Journal Services, Inc. Cadmus Financial Distribution, Inc. Garamond/Pridemark Press, Inc. Cadmus Delaware, Inc. Cadmus UK, Inc. Expert Graphics, Inc. Cadmus Marketing Group, Inc. Cadmus Marketing, Inc. Cadmus/O’▇▇▇▇▇ Marketing, Inc. Old TSI, Inc. Port City Press, Inc. Cadmus International Holdings, Inc. CDMS Management, LLC V▇▇▇▇▇▇ Printers Incorporated VSUB Holding Company Cenveo CEM, LLC Cenveo CEM, Inc. Madison/G▇▇▇▇▇ ColorGraphics, Inc. Madison/G▇▇▇▇▇ ColorGraphics Interstate Services, Inc. Commercial Envelope Manufacturing Co. Inc. R▇▇ 2010, LLC 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC Lightning Labels, LLC Nashua Corporation Nashua International, Inc. CMS G▇▇▇▇▇▇▇ Packaging Systems, Inc. Impaxx, Inc. Envelope Product Group, LLC Cenveo M▇▇▇▇▇▇ ▇▇▇▇▇▇ and T▇▇▇ Company Cenveo Corporation c/o Cenveo, Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The Bank of New York Mellon 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7W New York, New York 100286 Telecopier No: (this ▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Re: 6.000% Senior Priority Secured Notes due 2019 Reference is hereby made to the Indenture, dated as of June 26, 2014 (the “Supplemental Indenture”), dated among Cenveo Corporation, as of [ ] [ ], 20[ ], among Compass Minerals International, Inc., a Delaware corporation issuer (the “Company”), the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee and collateral agent. 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) o a beneficial interest in a Global Note, or
(b) o 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 “Guaranteeing SubsidiarySecurities Act”), a .
2. We understand that the offer and a subsidiary sale of the CompanyNotes have not been registered under the Securities Act, and Computershare Trust Companythat the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, N.A.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 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) an “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 will 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 will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents.
4. We are an “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 “accredited investor”) as to each of which we exercise sole investment discretion.
6. We are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as trustee amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “TrusteeCode”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).
Appears in 1 contract
Sources: Indenture (Cenveo, 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 ☐ Note, ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i1) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii2) 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 Owner] By: Name: Title: Dated: EXHIBIT D Each Guarantor listed below (hereinafter referred ▇▇▇▇▇ ▇▇▇▇▇ International, Inc. c/o U.S. Bank Trust National Association as Trustee ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Division ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ CUSIP: Re: 8 7/8% Senior Subordinated Notes due 2013 Reference is hereby made to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 16September 22, 2025 2003 (the “Indenture”), by and between Compass Minerals International, Inc. (“Compass”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), has guaranteed the 8.000% Senior Notes due 2030 (the “Notes”) and the obligations of Compass under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Compass, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of Compass to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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 and expenses and court costs) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note 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 Compass’ 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 or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE 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] By: Name: Title: EXHIBIT E [ - insert number] Supplemental Indenture (this “Supplemental Indenture”), dated as of [ ] [ ], 20[ ], among Compass Minerals ▇▇▇▇▇ ▇▇▇▇▇ International, Inc., a Delaware Florida corporation (the “Company”), the Subsidiary Guarantors and U.S. Bank Trust National Association, as 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 “Guaranteeing Subsidiary”), a and a subsidiary of the Company, and Computershare Trust Company, N.A., as trustee (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.
Appears in 1 contract
Sources: Indenture (Salant 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] o 144A Global Note Note, ☐ Regulation S Global Note with Note, in 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 U.S. 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 under the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of OwnerTransferor] By: Name: Title: Dated: EXHIBIT D Each Guarantor listed below For value received, the Guarantors (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under that certain the Indenture) have unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 16April 9, 2025 2024 (the “Indenture”), by between ESAB Corporation, a Delaware corporation (the “Issuer”), each guarantor from time to time party thereto (the “Guarantors”), and between Compass Minerals International, Inc. (“Compass”) and Computershare U.S. Bank Trust Company, N.A.National Association, as trustee (the “Trustee”), has guaranteed the 8.000% Senior Notes due 2030 paying agent, transfer agent, registrar and authenticating agent, (the “Notes”) and the obligations of Compass under the Indenture, which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Compass(as defined in the Indenture), whether at stated maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any interest, if any, on the Noteslawful, and the due and punctual performance of all other obligations of Compass the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any 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 and expenses and court costs) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to this the Note Guarantee and the Indenture are expressly set forth in Article X 10 of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note 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 Compass’ 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 or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for automatically and unconditionally released and discharged, without any purpose until the certificate of authentication further action required on the Note upon which this Note Guarantee is noted shall have been executed by part of the Trustee under or any Holder, as provided by Section 10.05 of the Indenture by the manual signature of one of its authorized officersIndenture. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE 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] By: Name: Title: EXHIBIT E [ - insert number] Supplemental Indenture SUPPLEMENTAL INDENTURE No. __ (this “Supplemental Indenture”), dated as of [ ] [ ], 20[ [●], among Compass Minerals International, Inc.ESAB Corporation, a Delaware corporation (the “CompanyIssuer”), each of the guarantors party hereto (the each, a “Guaranteeing SubsidiaryNew Guarantor”), a and a subsidiary of the Company, and Computershare U.S. Bank Trust Company, N.A.National Association, as trustee (the “Trustee”).
Appears in 1 contract
Sources: Indenture (ESAB 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] o 144A Global Note ☐ Note, o Regulation S Global Note with an equal principal amountNote, 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 Owner] By: Name: Title: Dated: EXHIBIT D Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture:__________, dated as of June 16, 2025 (the “Indenture”), by and between Compass Minerals International, Inc. (“Compass”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), has guaranteed the 8.000% Senior Notes due 2030 (the “Notes”) and the obligations of Compass under the Indenture, which include ____
(i) has unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, premium and interest on the Notes of CompassNotes, whether at stated maturitymaturity or interest payment date, by acceleration acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal and premium, if any, of and (to the extent permitted by lawif lawful) interest on any interest, if any, on the Notes, and (c) the due and punctual performance of all other obligations of Compass the Company to the Holders or the Trustee Trustee, all in accordance with the terms set forth in Article X of the Indenture, and (iid) in case of any extension of time of payment or renewal of any 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, otherwise and (iiiii) the payment of has agreed to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses and court costsfees) incurred by the Trustee or any Holder in accordance with the terms of the Indenture in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employeeshareholder, officer, director director, employee or incorporator, as such, past, present or future future, of each Guarantor the Guarantors shall have any personal liability under this Note Guarantee by reason of his or its status as such stockholder, employeeshareholder, officer, director director, employee or incorporator. This is a continuing Note 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 Compass’ 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, Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE 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] EACH ENTITY LISTED ON SCHEDULE I HERETO By: Name: Title: EXHIBIT E [ - insert number] Supplemental Indenture Chief Financial Officer Cenveo, Inc. CNMW Investments, Inc. Cenveo Commercial Ohio, LLC Cenveo Government Printing, Inc. Cenveo Services, LLC Discount Labels, LLC Cenveo Omemee LLC Colorhouse China, Inc. RX JV Holding, Inc. CRX JV, LLC CRX Holding, Inc. RX Technology Corp. Cadmus Printing Group, Inc. W▇▇▇▇▇▇▇ Graphics, Inc. Cadmus Journal Services, Inc. Cadmus Financial Distribution, Inc. Garamond/Pridemark Press, Inc. Cadmus Delaware, Inc. Cadmus UK, Inc. Expert Graphics, Inc. Cadmus Marketing Group, Inc. Cadmus Marketing, Inc. Cadmus/O’▇▇▇▇▇ Marketing, Inc. Old TSI, Inc. Port City Press, Inc. Cadmus International Holdings, Inc. CDMS Management, LLC V▇▇▇▇▇▇ Printers Incorporated VSUB Holding Company Cenveo CEM, LLC Cenveo CEM, Inc. Madison/G▇▇▇▇▇ ColorGraphics, Inc. Madison/G▇▇▇▇▇ ColorGraphics Interstate Services, Inc. Commercial Envelope Manufacturing Co. Inc. R▇▇ 2010, LLC 1▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC Lightning Labels, LLC Nashua Corporation Nashua International, Inc. CMS G▇▇▇▇▇▇▇ Packaging Systems, Inc. Impaxx, Inc. Envelope Product Group, LLC Cenveo M▇▇▇▇▇▇ ▇▇▇▇▇▇ and T▇▇▇ Company Cenveo Corporation c/o Cenveo, Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The Bank of New York Mellon 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7W New York, New York 100286 Telecopier No: (this ▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Re: 8.500% Junior Priority Secured Notes due 2022 Reference is hereby made to the Indenture, dated as of June 26, 2014 (the “Supplemental Indenture”), dated among Cenveo Corporation, as of [ ] [ ], 20[ ], among Compass Minerals International, Inc., a Delaware corporation issuer (the “Company”), the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee and collateral agent. 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) o a beneficial interest in a Global Note, or
(b) o 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 “Guaranteeing SubsidiarySecurities Act”), a .
2. We understand that the offer and a subsidiary sale of the CompanyNotes have not been registered under the Securities Act, and Computershare Trust Companythat the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, N.A.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 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) an “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 will 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 will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents.
4. We are an “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 “accredited investor”) as to each of which we exercise sole investment discretion.
6. We are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as trustee amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “TrusteeCode”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).
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Sources: Indenture (Cenveo, Inc)