Common use of Form of Rule 144A Certificate Clause in Contracts

Form of Rule 144A Certificate. RULE 144A CERTIFICATE To: The Chase Manhattan Bank, as Trustee (the "Trustee") 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Trustee Administration Re: Tenth Supplemental Indenture (the "Indenture") dated as of March 8, 1999 between National Steel Corporation (the "Corporation") and the Trustee -------------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $_____ principal amount of bonds issued under the Indenture and to be designated the "First Mortgage Bonds, 9 7/8% Series A due 2009" (hereinafter called the "2009 Series Bonds"). We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of 2009 Series Bonds to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Corporation the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Corporation are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ Signature Guarantee: _______________________________ 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.

Form of Rule 144A Certificate. RULE 144A CERTIFICATE To: The Chase Manhattan Bank, as Trustee (the "Trustee") 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Trustee Administration Re: Tenth Eleventh Supplemental Indenture (the "Indenture") dated as of March 831, 1999 between among National Steel Corporation (the "Corporation") and the Trustee -------------------------------------------------------------- Trustees Ladies and Gentlemen: This Certificate relates to our proposed purchase of $_____ principal amount of bonds issued under the Indenture and to be designated the "First Mortgage Bonds, 9 7/8% Series A C due 2009" (hereinafter called the "2009 Series Bonds"). We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of 2009 Series Bonds to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Corporation the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Corporation are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ Signature Guarantee: _______________________________ 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.

Form of Rule 144A Certificate. RULE Rule 144A CERTIFICATE Certificate --------------------- To: The Chase Manhattan BankBank of New York, as Trustee (the "Trustee") 000 Xxxx 00xx Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10286 Attention: Corporate Trust Trustee Administration Re: Tenth Supplemental Indenture (the "Indenture") dated as of March 8August 13, 1999 between National Steel Corporation 1997 among ValuJet --------------------------------------------------------------------- Airlines, Inc. (the "CorporationCompany"), ValuJet, Inc. and certain other --------------------------------------------------------------- Guarantors (as defined in the Indenture) and the Trustee -------------------------------------------------------------- -------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $_____ principal amount of bonds 10 1/2% Senior Secured Notes Due 2001 (the "Securities") issued under the Indenture and to be designated the "First Mortgage Bonds, 9 7/8% Series A due 2009" (hereinafter called the "2009 Series Bonds")Indenture. We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of 2009 Series Bonds Securities to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Corporation Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Corporation Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ Signature Guarantee: _______________________________ 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.SECTION 316. CUSIP Numbers. --------------

Form of Rule 144A Certificate. RULE Rule 144A CERTIFICATE Certificate --------------------- To: The Chase Manhattan BankUnited States Trust Company of New York, as Debenture Trustee (the "Debenture Trustee") 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Trustee Administration Re: Tenth Supplemental Indenture (the "Indenture") dated as of March 8, 1999 between National Steel Tuesday Morning Corporation (the "CorporationCompany") and 13 1/4% Subordinated Exchange Debentures due 2009 (the Trustee -------------------------------------------------------------- "Exchange Debentures") ------------------------------------------------- Ladies and Gentlemen: This Certificate relates to In connection with our proposed purchase sale of $_____ aggregate principal amount of bonds issued under the Indenture Exchange Debentures, we confirm that such sale has been effected pursuant to and to be designated the "First Mortgage Bonds, 9 7/8% Series A due 2009" (hereinafter called the "2009 Series Bonds"). We and, if applicable, each account for which we are acting, are "qualified institutional buyers" within the meaning of in accordance with Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"). We are aware that the transfer of 2009 Series Bonds Exchange Debentures to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Corporation Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Corporation Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ Name: Title: Address: Date of this Certificate: _____________ __, 199__ Signature Guarantee: _______________________________ Signatures must SECTION 316. CUSIP Numbers. ------------- The Company in issuing the Exchange Debentures may use "CUSIP" numbers (if then generally in use) in addition to serial numbers, and, if so, the Debenture Trustee shall use such "CUSIP" numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers either as printed on the Exchange Debentures or as contained in any notice of a redemption or repurchase and that reliance may be guaranteed placed only on the serial or other identification numbers printed on the Exchange Debentures, and any such redemption or repurchase shall not be affected by an "ELIGIBLE GUARANTOR INSTITUTION" meeting any defect in or omission of such numbers. The Company will promptly notify the requirements Debenture Trustee of the Registrar, which requirements include membership or participation any change 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 amendedCUSIP numbers.

Form of Rule 144A Certificate. RULE Rule 144A CERTIFICATE Certificate To: The Chase Manhattan BankBank of New York, as Trustee (the "TrusteeTRUSTEE") 000 Xxxx 00xx Xxxxxxx Xxxxxx Xxx XxxxFloor 21 West New York, XX 00000 New York 10286 Attention: Corporate Trust Trustee Administration Re: Tenth Supplemental Indenture (the "IndentureINDENTURE") dated as of March 831, 1999 1998 between National Steel Corporation Xxxxxxxxxx Hermanos S.A. (the "CorporationCOMPANY") and the Trustee -------------------------------------------------------------- Ladies and Gentlemen: This Certificate relates to our proposed purchase of $___________ principal amount of bonds Senior Notes issued under the Indenture and to be designated the "First Mortgage Bonds, 9 7/8% Series A due 2009" (hereinafter called the "2009 Series Bonds")Indenture. We and, if applicable, each account for which we are acting, are "qualified institutional buyersQUALIFIED INSTITUTIONAL BUYERS" within the meaning of Rule 144A ("Rule RULE 144A") under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). We are aware that the transfer of 2009 Series Bonds Senior Notes to us is being made in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have been given the opportunity to obtain from the Corporation Company the information referred to in Rule 144A(d)(4), and have either declined such opportunity or have received such information. You and the Corporation Company are entitled to conclusively rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF PURCHASER] By:__________________________ : -------------------------------- Name: Title: Address: Date of this Certificate: _________ __, _____ __, 199__ Signature Guarantee: _______________________________ 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.