CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this 2020 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global 2020 Note is $ . The following increases or decreases in this Global 2020 Note have been made: If you want to elect to have this 2020 Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2020 Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this 2020 Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇A NEW YORK CORPORATION (“DTC”), ▇▇▇▇▇ ▇▇▇▇ RenoNEW YORK, Nevada 89501 Facsimile: NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (▇▇▇AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) ▇▇▇THAT IS, IN THE CASE OF RULE 144A NOTES, ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR, IN THE CASE OF REGULATION S NOTES, 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. [ ] principal amount 144A CUSIP No. 561233 AC1 Interest Payment Dates: April 15 and October 15, commencing October 15, 2015. Record Dates: April 1 and October 1 Additional provisions of this 2025 Note are set forth on the 6.500% Senior Secured Notes due 2032 (the “Notes”) other side of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________this 2025 Note.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding [Select Medical Escrow and] the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ______________________ _________________________ NOTICE: To be executed by an executive officer The initial principal amount of this Global officer](14) ----------------------------- (14) Include only for an Initial Note is $ or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, check the box: [ ]. If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereofprincipal amount): $ Date: Your Signature__________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_______________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by the Note Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee Caesars EntertainmentSecurities Exchange Act of 1934, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimileas amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer Principal Signature Amount of $[ ] principal Amount of amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) authorized decreases in increases in of Caesars Entertainmentthis Global officer or Principal Principal Note following Trustees of Date of Amount of this Amount of this such decreases Securities Exchange Global Note Global Note or increases Custodian Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee SUPPLEMENTAL INDENTURE, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name dated as of the new beneficial owner as follows: Name: [________________________________ Address:_______________________________ Taxpayer ID Number: ____________________] (this "Supplemental Indenture"), among [name of [New Subsidiary GUARANTOR[S](1)] (the "New Subsidiary Guarantor[s]"), Select Medical Corporation, a Delaware corporation (together with its successors and assigns, the "Company"), the then existing Subsidiary Guarantors under the Indenture referred to below (the "Existing Subsidiary Guarantors"), and U.S. Bank Trust National Association, as Trustee (the "Trustee") under the Indenture referred to below.
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this 2025 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global 2025 Note is $ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2025 Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this 2025 Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment[MALLINCKRODT INTERNATIONAL FINANCE, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Attn: Chief Financial Officer ▇▇▇▇▇ Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ ] principal amount of the 6.5004.875% Senior Secured Notes due 2032 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] (the “Notes”) of Caesars EntertainmentMALLINCKRODT INTERNATIONAL FINANCE, Inc.S.A. and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC (collectively with their respective successors and assigns, a Delaware corporation (the “CompanyIssuers”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
CHECKED. The undersigned represents and warrants that it is purchasing this 2021 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ $[ ]. The following increases or decreases in this Global Note have been made: If you want The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2021 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2021 Notes, to have this Note purchased by the extent lawful, and the due and punctual performance of all other obligations of the Company pursuant to Section 4.06 the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (Asset Saleii) in case of any extension of time of payment or 4.08 (Change renewal of Control) any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2021 Note by accepting a 2021 Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a 2021 Note by accepting a 2021 Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: If you want to elect to certificate of authentication on the 2021 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change Trustee under the Indenture by the manual signature of Control) one of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________its authorized officers.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Westlake Chemical Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and any Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer The initial principal amount of this Global Note Security is $ $[ ]. The following increases or decreases in this Global Note Security have been made: If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.06 (Asset SaleDisposition) or 4.08 (Change of ControlControl Repurchase Event) of the Indenture, check the box: If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any greater integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. the Security) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇▇ CORP. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇, ▇▇▇▇▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ● ] principal amount of the 6.5005.125% Senior Secured Notes due 2032 2029 (the “NotesSecurities”)) of Caesars Entertainment▇▇▇▇ CORP. (collectively with its successors and assigns, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes Securities would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_____________________: __________ Taxpayer ID Number: _____________________ The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (ARKO Corp.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, check the box: ☐ If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) 4.09 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. Security.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee Caesars EntertainmentSecurities Exchange Act of 1934, as amended. U.S. Concrete, Inc. In care of U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇ Attn: Chief Financial Officer ▇▇▇▇▇ Attention of Corporate Trust Department – U.S. Concrete Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5005.125% Senior Secured Notes due 2032 2029 (the “NotesSecurities”) of Caesars EntertainmentU.S. Concrete, Inc., a Delaware corporation Inc. (the “Company”). Upon transfer, the Notes Securities would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (U.S. Concrete, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Dated:______________________ ______________________________ NOTICE: To be executed by an executive officer The initial principal amount of this Global officer]/14/ _____________________ /14/ Include only for an Initial Note is $ or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: 146 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, check the box: [ ]. If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) 410 or 4.08 (Change of Control) 414 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereofprincipal amount): $ Date: Your Signature__________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_______________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature Signatures must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature an "eligible guarantor program reasonably acceptable to institution" meeting the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount requirements of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars EntertainmentNote Registrar, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered which requirements include membership or participation in the name Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by ----- the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of the new beneficial owner 1934, as followsamended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Name: Date of Amount of decreases Amount of Principal amount Signature Exchange in Principal increases in of this Global Note of authorized Amount of this Principal following such officer or Global Note Amount of this decreases or Trustees of Global Note increases Securities Custodian 148 Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee ----------------------------------------------------------------- SUPPLEMENTAL INDENTURE, dated as of [________________________________ Address:_______________________________ Taxpayer ID Number: ____________________] (this "Supplemental ------------ Indenture"), among [name of [New Note Subsidiary Guarantor[s]1] (the "New --------- -------------------------------- --- Subsidiary Guarantor[s]"), the Company Medical Corporation, a Delaware ----------------------- corporation (together with its successors and assigns, the "Company"), the then existing Note Subsidiary Guarantors under the Indenture referred to below (the "Existing Subsidiary Guarantors"), and State Street Bank and Trust Company, as ------------------------------ Trustee (the "Trustee") under the Indenture referred to below. -------
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ____________________________ NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the onthe other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature recognizedsignature guaranty medallion program or other signature guarantor signatureguarantor program reasonably acceptable to the Trustee Caesars EntertainmentXPO LOGISTICS, Inc. INC. ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Trust Company, N.A. as Trustee and Registrar – ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Place Pittsburgh, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 FacsimilePennsylvania 15259 Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attn[—] Fax No.: Chief Financial Officer [—] Email: [—] Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5007.875% Senior Secured Notes due 2032 2019 (the “Notes”) of Caesars EntertainmentXPO LOGISTICS, Inc.INC. (collectively with its successors and assigns, a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentMULTI-COLOR CORPORATION [c/o U.S. Bank, Inc. National Association as Trustee and Registrar ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇Street, ▇▇▇▇▇ ▇▇▇▇ Reno27th Floor Charlotte, Nevada 89501 FacsimileNorth Carolina 28202 Attention: Global Corporate Trust Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ AttnFax No.: Chief Financial Officer (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇] Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5006.125% Senior Secured Notes due 2032 2022 (the “Notes”) of Caesars EntertainmentMULTI-COLOR CORPORATION (collectively with its successors and assigns, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (MULTI COLOR Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment[MALLINCKRODT INTERNATIONAL FINANCE ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Attn: Chief Financial Officer ▇▇▇▇▇ Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5005.625% Senior Secured Notes due 2032 2023 (the “Notes”) of Caesars EntertainmentMALLINCKRODT INTERNATIONAL FINANCE S.A. and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ LLC (collectively with their respective successors and assigns, Inc., a Delaware corporation (the “CompanyIssuers”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note Security have been made: If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) 4.11 or 4.08 (Change of Control) 4.16 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) 4.11 or 4.08 (Change of Control) 4.16 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. Security.) Signature Guarantee: Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. */**/ */ If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. **/ If the Security is a participant Private Exchange Security issued in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies Restricted Securities Legend from Exhibit 1 to Appendix A and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of replace the 6.500% Senior Secured Notes due 2032 (Assignment Form included in this Exhibit A with the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”)Assignment Form included in such Exhibit 1. Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________No. CUSIP NO. $ ISIN NO.
Appears in 1 contract
Sources: Indenture (Chesapeake Orc LLC)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: Notice: To be executed by an executive officer The undersigned represents and warrants that it is not a “U.S. person” (as defined in Rule 902 of Regulation S under the Securities Act of 1933) and that it is acquiring this Security in a transaction or transactions taking place outside the United States in accordance with Regulation S. The undersigned acknowledges that the Security cannot be resold unless registered under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933. Dated: NOTICE: To be executed by an executive officer The initial officer. Date of Exchange Amount of decrease in principal amount of this Global Note is $ Security Amount of increase in principal amount of this Global Security Principal amount of this Global Security following such decrease or increase) Signature of authorized signatory of Trustee or Securities Custodian To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The following increases or decreases in this Global Note have been made: If you want agent may substitute another to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ act for him. Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this NoteSecurity. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentGUARANTY AGREEMENT (this “Guaranty Agreement”) dated as of , Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ among [GUARANTOR] principal amount of the 6.500% Senior Secured Notes due 2032 (the “NotesNew Guarantor”) ), a subsidiary of Caesars Entertainment, Inc.USG Corporation (or its successor), a Delaware corporation (the “Company”). Upon transfer, [EXISTING GUARANTORS] (the Notes would be registered in “Existing Guarantors”) and U.S. Bank National Association, as trustee under the name of supplemental indenture referred to below (the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________“Trustee”).
Appears in 1 contract
Sources: Supplemental Indenture (Usg Corp)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ $[ 🌑 ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ☐ Change of Control ☐ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer ABERCROMBIE & FITCH MANAGEMENT CO. [[ 🌑 ]] Ladies and Gentlemen: This certificate is delivered to request a transfer of [$[ 🌑 ] principal amount of the 6.5008.750% Senior Secured Notes due 2032 2025 (the “Notes”) )] of Caesars EntertainmentABERCROMBIE & FITCH MANAGEMENT CO. (collectively with its successors and assigns, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ______________________:______________ Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno▇▇▇▇, Nevada 89501 ▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5007.000% Senior Secured Notes due 2032 2030 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: :________________________________ Address:_______________________________ Taxpayer ID Number: ____________________
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer The initial principal Date of Exchange Amount of decrease in Principal amount of this Global Note is $ . The following increases or decreases Amount of increase in Principal amount of this Global Note have been made: Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) 1016 or 4.08 (Change of Control) 1017 of the Indenture, check the box: ¨ ¨ If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) 1016 or 4.08 (Change of Control) 1017 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guaranty medallion program guarantee program” as may be determined by the Note Registrar in addition to, or other signature guarantor program reasonably acceptable to in substitution for, STAMP, all in accordance with the Trustee Caesars EntertainmentSecurities Exchange Act of 1934, Inc. as amended. Engility Corporation 37▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Deutsche Bank Trust Company Americas 60 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn, Mail Stop NYC-1630 New York, NY 10005 Attention: Chief Financial Officer Corporates Team – Engility Corporation Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] $ principal amount of the 6.500[ ]% Senior Secured Notes due 2032 Due 2024 (the “Notes”) of Caesars Entertainment, Inc.Engility Corporation, a Delaware Massachusetts corporation (the “CompanyIssuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (Engility Holdings, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentXPO LOGISTICS, Inc. INC. ▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Trust Company, N.A. as Trustee and Registrar – Address: 525 ▇▇▇▇▇▇▇ Penn Place, 38th Floor ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Reno, Nevada 89501 FacsimileFax No.: (▇▇▇) -▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.5006.125% Senior Secured Notes due 2032 2023 (the “Notes”) of Caesars EntertainmentXPO LOGISTICS, Inc.INC. (collectively with its successors and assigns, a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof1,000): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇A NEW YORK CORPORATION (“DTC”), ▇▇▇▇▇ ▇▇▇▇ RenoNEW YORK, Nevada 89501 Facsimile: NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars EntertainmentAND ANY PAYMENT IS MADE TO CEDE & CO., Inc.OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $ EVERTEC, INC., a Delaware corporation (the “Company”). Upon transferPuerto Rico corporation, promises to pay to Cede & Co., or registered assigns, the Notes would be registered principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on October 1, 2018. Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Additional provisions of this Note are set forth on the name other side of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________this Note.
Appears in 1 contract
CHECKED. The Holder's signature must be guaranteed by an "eligible guarantor institution" meeting the requirement of the Registrar which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to or in substitution for, STAMP, all in accordance with the Exchange Act. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your SignatureDated: ___________________________________________ Sign exactly as your name appears on the other side [Signature of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer executive officer of $[ purchaser] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: :___________________________________ AddressTitle:_______________________________ Taxpayer ID Number: _____________________ CONVERSION NOTICE To GenCorp Inc.: The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion below designated, into Common Stock of GenCorp Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder of Notes, upon exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Notes. [ ] Convert whole [ ] Convert in part Amount of Note to be converted ($1,000 or integral multiples thereof): $------------------------
Appears in 1 contract
Sources: Indenture (Gencorp Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ €[ ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.06 4.07 (Asset Sale) or 4.08 Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) 4.07 or 4.08 (Change of Control) Section 4.12 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): amount: $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this the Note. ) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentDate: Signature of Signature Guarantee THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇entered into as of ,among ENERGIZER GAMMA ACQUISITION B.V., ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: a private company with limited liability (▇▇▇besloten vennootschap met beperkte aansprakelijkheid) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer incorporated under the laws of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 The Netherlands (the “NotesIssuer”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) of Caesars Entertainmentand THE BANK OF NEW YORK MELLON TRUST COMPANY, Inc.N.A., a Delaware corporation as trustee (the “CompanyTrustee”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________.
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) 1014 or 4.08 (Change of Control) 1015 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note Security purchased by the Company pursuant to Section 4.06 (Asset Sale) 1014 or 4.08 (Change of Control) 1015 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): principal amount: $ DateDated: Your Signature: ____________________________________ Sign exactly Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as your name appears may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. OR PRIVATE EXCHANGE SECURITY]*/**/ */ [If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.] **/ [If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this Exhibit 2 with the Assignment Form included in such Exhibit 1.] No. $ Concentra Operating Corporation, a Nevada corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on August 15, 2010. Interest Payment Dates: February 15 and August 15. Record Dates: February 1 and August 1. Additional provisions of this Security are set forth on the other side of this NoteSecurity. Signature GuaranteeDated: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ By Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇. ▇▇▇▇ ▇▇▇▇ RenoTitle: Executive Vice President, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies General Counsel and Gentlemen: This certificate Corporate Secretary THE BANK OF NEW YORK, as Trustee, certifies that this is delivered to request a transfer of $[ ] principal amount one of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered Securities referred to in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________Indenture. By Authorized Signatory
Appears in 1 contract
Sources: Indenture (Oci Holdings Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies */ If the Note is to be issued in global form add the Global Notes Legend from Exhibit A and Gentlemen: This certificate is delivered to request a transfer of $the attachment from such Exhibit A captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” No. [ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars EntertainmentCUSIP No. 29355X AD9 144A CUSIP No. [—] ISIN No. US29355XAD9 144A ISIN No. [—] ENPRO INDUSTRIES, Inc.INC., a Delaware corporation (the “Company”). Upon transferNorth Carolina corporation, promises to pay to Cede & Co., or registered assigns, the Notes would be registered principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto on September 15, 2022. Interest Payment Dates: March 15 and September 15, commencing [ ]. Record Dates: March 1 and September 1. Additional provisions of this Note are set forth on the name other side of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________this Note.
Appears in 1 contract
Sources: Indenture (Enpro Industries, Inc)
CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it or such account is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ----------------- -------------------------------------- NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is officer. Exhibit C [FORM OF EXCHANGE DEBENTURE] [FORM OF FACE OF SECURITY] CUSIP NO. ------------- No. $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500------ ---------- ILLINOIS CENTRAL RAILROAD COMPANY 7.70% Senior Secured Notes Debentures due 2032 (the “Notes”) of Caesars Entertainment, Inc.2096 ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such corporation, and its successors and assigns under the “Company”Indenture hereinafter referred to, being herein called the "Issuer"). Upon transfer, for value received, hereby promises to pay to , or registered assigns, the Notes would principal sum of -------- _ United States Dollars at the office or agency of the ---------------------- Issuer referred to below, on September 15, 2096 and to pay interest, semi-annually on March 15 and September 15 of each year, on said principal sum at said office or agency, at the rate of 7.70% per annum, from the March 15 or September 15, as the case may be, next preceding the date of this Security to which interest has been paid, unless the date hereof is the date to which interest has been paid, in which case from the date of this Security, or unless no interest has been paid on the Securities, in which case from December 17, 1996, until payment of said principal sum has been made or duly provided for, provided, however, that payment of interest may be registered made at the option of the Issuer (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the register of Securities or (ii) by transfer in immediately available funds to an account maintained by the Person entitled thereto with a bank located in the name United States as designated by such Person not less than 15 calendar days prior to the date interest is payable; provided, further, that if the date hereof is after the first day of the new beneficial owner calendar month preceding any March 15 or September 15, as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________the case may be, and prior to such March 15 or September 15, this Security shall bear interest from such March 15 or September 15; provided, further, that if and to the extent that the Issuer shall default in the payment of interest due on any March 15 or September 15, then this Security shall bear interest from the next preceding March 15 or September 15 to which interest has been paid, or, if no interest has been paid on the Securities, from December 17, 1996. The interest so payable on any March 15 or September 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the first day of the calendar month preceding such March 15 or September 15; provided that the interest payable at maturity shall be payable to the Person to whom principal shall be payable. Notwithstanding the foregoing, (i) interest on Exchange Debentures (as defined in the First Supplemental Indenture referred to herein) and Restricted Exchange Debentures (as defined in such First Supplemental Indenture) will accrue as provided in such First Supplemental Indenture and the Registration Rights Agreement (as defined in such First Supplemental Indenture), and (ii) Liquidated Damages (as defined in such First Supplemental Indenture), if any, that accrue on Original Debentures prior to the exchange of such Original Debentures for Exchange Debentures shall be payable to the Persons, at the times and otherwise on the terms provided in such First Supplemental Indenture and the Registration Rights Agreement. Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Illinois Central Railroad Co)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ $[ ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.06 4.07 (Asset Sale) or 4.08 Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) 4.07 or 4.08 (Change of Control) Section 4.12 of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): amount: $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this the Note. ) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 FacsimileDate: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the this “NotesSupplemental Indenture”) dated as of Caesars Entertainment[•], Inc.201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in guarantors party hereto (the name of “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________“Trustee”).
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount If you wish to have this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, check the box: o. If you wish to have a portion of this Global Note is $ purchased by the Company pursuant to Section 411 or 415 of the Indenture, state the amount below: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by 10.75%/11.50% Senior Toggle Notes due 2015 No. $ The ServiceMaster Company, a corporation duly organized and existing under the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) laws of the IndentureState of Delaware (and its successors and assigns) (the “Company”), check the box: If you want promises to elect pay to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on , or registered assigns, the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer principal sum of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________([ ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 301, 312 and 313, as applicable, of the Indenture referred to on the reverse hereof)](9) (the “Principal Amount”) on July 15, 2015. Interest on this Note shall be payable semi-annually in arrears on January 15 and July 15 of each year, commencing [January 15, 2009] (each, an “Interest Payment Date”). [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue Date.](10) [Interest on this Note will accrue (or will be deemed to have accrued) from the
Appears in 1 contract
Sources: Senior Interim Loan Credit Agreement (Servicemaster Co)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof1,000): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Inc. ▇▇▇ ▇▇▇▇ A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. “THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) UNDER REGULATION D OF THE SECURITIES ACT (AN “IAI”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, HET OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (F) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NEW SECOND LIEN NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER AND THE TRUSTEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.” Each Definitive Note shall bear the following additional legend: “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED DECEMBER 24, 2008, BY AND AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: HARRAH’S OPERATING COMPANY, INC., ONE CAESAR’S PALACE DRIVE, LAS VEGAS, NEVADA, 89101-8969, ATTENTION: GENERAL COUNSEL.” No. $ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇OPERATING COMPANY, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc.INC., a Delaware corporation (the “Company”). Upon transfercorporation, promises to pay to Cede & Co., or registered assigns, the Notes would be registered in principal sum of [ ] Dollars on December 15, 2015. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Additional provisions of this Note are set forth on the name other side of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________this Note.
Appears in 1 contract
Sources: Indenture (Gnoc Corp.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ $____________________. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ☐ Change of Control ☐ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($2,000 1.00 or any integral multiple of $1,000 1.00 in excess thereof): $ Date: Your Signature: ____________________________________ (Sign exactly as your name appears on the other side of this Note. ) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars EntertainmentStem, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Houston, TX 77056 Attention: ▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇, Chief Financial Officer; ▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Legal Officer E-mail: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.50012.00%/11.00% Senior Secured PIK Toggle Notes due 2032 2030 (the “Notes”) of Caesars EntertainmentStem, Inc.Inc. (collectively with its successors and assigns, a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ : Taxpayer ID Number: ____________________The undersigned represents and warrants to you that:
Appears in 1 contract
Sources: Indenture (Stem, Inc.)
CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ $500,000,000. The following increases or decreases in this Global Note have been made: If you want The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2026 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2026 Notes, to have this Note purchased by the extent lawful, and the due and punctual performance of all other obligations of the Company pursuant to Section 4.06 the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (Asset Saleii) in case of any extension of time of payment or 4.08 (Change renewal of Control) any 2026 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. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2026 Note by accepting a 2026 Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a 2026 Note by accepting a 2026 Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: If you want to elect to certificate of authentication on the 2026 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change Trustee under the Indenture by the manual signature of Control) one of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: ____________________________________ Sign exactly as your name appears on the other side of this Note. Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Caesars Entertainment, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Reno, Nevada 89501 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 6.500% Senior Secured Notes due 2032 (the “Notes”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ________________________________ Address:_______________________________ Taxpayer ID Number: ____________________its authorized officers.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Westlake Chemical Corp)