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] G 144A Global Note, G 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 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. By: Name: Title: Dated: Cadmus Communications Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ CUSIP: Re: 8 3/8 % Senior Subordinated Notes due 2014 Reference is hereby made to the Indenture, dated as of June 15, 2004 (the “Indenture”), between Cadmus Communications Corporation, a Virginia corporation (the “Company”), the Subsidiary Guarantors and Wachovia Bank, 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) G beneficial interest in a Global Note, or (b) G 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 “Securities 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 (Science Craftsman 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] G o 144A Global Note, G Regulation o Reg S Global Note, or o 501 Global Note with an equal principal amountamount at maturity, 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 shall 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: Cadmus Communications ▇▇▇▇▇▇▇▇▇ & Company, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Las Vegas, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ CUSIP: Nevada 89027 Re: 8 3/8 12.750% Senior Subordinated Discount Notes due 2014 2013 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 15December 20, 2004 (the “Indenture”), between Cadmus Communications among Virgin River Casino Corporation, a Virginia Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (the “CompanyTrustee”), relating to the Subsidiary Guarantors and Wachovia Bank, National Association, as trusteeNotes. 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) G a beneficial interest in a Global Note, or
or (b) G a Definitive Note, we confirm that:
1. We understand and acknowledge that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in have not been registered under 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 “Securities Act”).
2. We understand that the offer and sale of the Notes have , or any other applicable securities law, are being offered for resale in transactions not been registered requiring registration 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 Act or any interest thereinother securities law, we shall do so only (A) including resales pursuant to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act (“Rule 144A”), 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, pursuant to a “qualified institutional buyer” 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 therein)in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, (C) to and we are 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 within the meaning of subparagraph (Fa) pursuant to an effective registration statement under the Securities Act(1), 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 (A2), (3) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.or
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] G o 144A Global Note, G Regulation o Reg S Global Note, or o 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 shall 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: Cadmus Communications ▇▇▇▇▇▇▇▇▇ & Company, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 10th Floor Los Angeles, California 90025 Virgin River Casino Corporation RBG, LLC B&BB, Inc. c/o CasaBlanca Resorts ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇Las Vegas, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ CUSIP: Nevada 89027 Re: 8 3/8 9.000% Senior Subordinated Secured Notes due 2014 2012 (the “Notes”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 15December20, 2004 (the “Indenture”), between Cadmus Communications among Virgin River Casino Corporation, a Virginia Nevada corporation (“Virgin River”), RBG, LLC, a Nevada limited-liability company (“RBG”), and B & BB, Inc., a Nevada corporation (“B&BB” and, collectively with Virgin River and RBG, the “Issuers,” which term includes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New York, as trustee (the “CompanyTrustee”), relating to the Subsidiary Guarantors and Wachovia Bank, National Association, as trusteeNotes. 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) G a beneficial interest in a Global Note, or
or (b) G a Definitive Note, we confirm that:
1. We understand and acknowledge that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in have not been registered under 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 “Securities Act”).
2. We understand that the offer and sale of the Notes have , or any other applicable securities law, are being offered for resale in transactions not been registered requiring registration 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 Act or any interest thereinother securities law, we shall do so only (A) including resales pursuant to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act (“Rule 144A”), 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, pursuant to a “qualified institutional buyer” 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 therein)in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, (C) to and we are 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 within the meaning of subparagraph (Fa) pursuant to an effective registration statement under the Securities Act(1), 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 (A2), (3) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.or
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] G ¨ 144A Global Note, G 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 shall 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 CompanyIssuer. [Insert Name of Owner] By: Name: Title: Dated: Cadmus Communications Corporation ▇TCM Sub, LLC c/o Scripps Network Interactive, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ FacsimileAttention: (▇▇▇) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ M/L CN-OH-W6CT ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ CUSIP: ▇▇, Vice President and Trust Officer Re: 8 3/8 3.55% Senior Subordinated Notes due 2014 2015 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of June December 15, 2004 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”), (the “Indenture”), between Cadmus Communications Corporation, a Virginia corporation (the “Company”), the Subsidiary Guarantors and Wachovia Bank, 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) G a beneficial interest in a Global Note, or
or (b) G 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 “Securities 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 will do so only (A) to the Company or any subsidiary thereof, (B1) in accordance with Rule 144A under the Securities Act United States to a person whom the seller reasonably believes is 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 Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (D2) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (E3) pursuant to the provisions of Rule 144 an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (F4) pursuant to an effective registration statement under the Securities Act, in each of cases (1) through (4) in accordance with any applicable securities laws of any state of the ▇▇▇▇▇▇ ▇▇▇▇▇▇, and we further agree to provide to notify any person purchasing purchaser of the Definitive Note or beneficial interest in a Global Note Notes from us in a transaction meeting of the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated hereinresale restrictions referred to above.
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] G o 144A Global Note, G Regulation o Reg S Global Note, or o 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 shall 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: Cadmus Communications Corporation TWC Holding LLC TWC Holding Corp. c/o The Wornick Company ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇St. ▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileMN 55107-2292 Ladies and Gentlemen: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ CUSIP: Re: 8 3/8 % Senior Subordinated Notes due 2014 Reference is hereby made to the Indenture, dated as of June 15February 11, 2004 2005 (the “Indenture”), between Cadmus Communications CorporationTWC Holding LLC, a Virginia Delaware limited liability company, TWC Holding Corp., a Delaware corporation (the “CompanyIssuers”), the Subsidiary Guarantors and Wachovia Bank, U.S. Bank National Association, as trusteetrustee (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 at maturity of:
: (a) G a beneficial interest in a Global Note, or
or (b) G a Definitive Note, we confirm that:
1. We understand and acknowledge that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in have not been registered under 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 “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, pursuant to an exemption therefrom and in each case in compliance with the conditions for transfer set forth below.
2. We understand that the offer and sale of the Notes have are not been registered an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and that we are an institutional “accredited investor” under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act (“Rule 501”) and, if the Notes are to be purchased for one or more accounts (“investor accounts”) for which we are acting as fiduciary or agent, each such investor account is an institutional “accredited investor” on a like basis. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Notes and any interest therein may not be offered invest in or sold except as permitted purchase securities similar to the Notes in the following sentencenormal course of our business. We agree, on our own behalf and on behalf of any investor accounts for which we are acting as hereinafter statedare each aware that we may be required, that if we should sell and are each able, to bear the economic risk of our or its investment in the Notes for an indefinite period of time, including the risk of an entire loss of our 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 investor account’s investment 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 hereinNotes.
Appears in 1 contract
Sources: Indenture (TWC Holding Corp.)