Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in United States dollars of principal of, premium, if any, and interest on this Security in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security, if lawful, and the payment or performance of all other Note Obligations of the Issuer under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XII of the Indenture and this Note Guarantee. This Note Guarantee shall become effective in accordance with Article XII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21, 2005, among VeraSun Energy Corporation, a South Dakota corporation (the "Issuer"), the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Verasun Energy Corp)
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security 13.50% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security 13.50% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security13.50% Note, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis 13.50% Note, to the Holder of this Security 13.50% Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 11 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21September 28, 20052005 among CCH I Holdings, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CUSIP NO. [ ] $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the principal amount of Dollars ($ ) on January 15, 2015. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Subject to Restrictions set forth in this 12.125% Note.
Appears in 1 contract
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this SecurityNote, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis Note, to the Holder of this Security Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 11 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21September 28, 20052005 among CCH I, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH I Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby h▇▇▇▇▇ agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture.. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I, LLC CCH I Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I, LLC and CCH I Capital Corp. (the “Issuers”) 11.00% SENIOR SECURED NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I, LLC CCH I Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I, LLC and CCH I Capital Corp. (the “Issuers”) 11.00% SENIOR SECURED NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:
Appears in 1 contract
Note Guarantee. For value receivedSubject to this ARTICLE XI, each of the Guarantors, as primary obligors and not merely as sureties, hereby, jointly and severally, irrevocably, fully and unconditionally Guarantees, the undersigned hereby unconditionally guaranteesperformance and full and punctual payment when due, as principal obligor whether at maturity, by acceleration or otherwise, of all obligations of the Company under this Indenture and not only as a suretythe Notes, to the Holder of this Security the cash payments in United States dollars whether for payment of principal of, premium, if any, and or interest on this Security on, or in respect of, the amounts and at Notes, expenses or indemnification of the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security, if lawful, Trustee and the payment Collateral Trustee or performance of all other Note Obligations of the Issuer under the Indenture (as defined below) or the Securitiesotherwise, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XII of the Indenture and this Note Guarantee. This Note Guarantee shall become effective in accordance with Article XII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21, 2005, among VeraSun Energy Corporation, a South Dakota corporation (the "Issuer"), the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon on the terms set forth in this Indenture. The Guarantors hereby, jointly and severally, agree to pay, in addition to the Indentureamount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under the Note Guarantees. The Note Guarantees shall be secured on a second-priority basis, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, by a Lien on the Collateral owned or held by such Guarantor. Each Guarantor agrees that the Note Guarantees shall rank (i) equally in right of payment with all existing and future senior Indebtedness of the Guarantors, except Indebtedness mandatorily preferred by law; (ii) secured on a second-priority basis, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, by a Lien on the Collateral owned or held by such Guarantor; (iii) senior in right of payment to all existing and future Subordinated Indebtedness of the Guarantors; (iv) effectively senior to all existing and future unsecured senior Indebtedness of the Company, including the Guarantor’s Guarantee of the Old Senior Notes, to the extent of the value of the Collateral; (v) effectively junior, pursuant to the terms of the Intercreditor Agreement, to that Guarantor’s Guarantee of the Company’s obligations under the Priority Lien Debt of the Company, including Secured Indebtedness outstanding under the Priority Lien Credit Agreement and any other Priority Lien Debt, which will be secured on a first-priority basis to the extent of the value of the assets securing such Indebtedness; (vi) effectively subordinated to any Secured Indebtedness of such Guarantors that is secured by assets other than the Collateral, to the extent of the value of the assets securing such Indebtedness; and (vii) structurally subordinated to any Indebtedness of any non-Guarantor Subsidiaries.
Appears in 1 contract
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this SecurityNote, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis Note, to the Holder of this Security Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 10 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21[ ], 20052009 among CCH II, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH II Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Mellon Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture.. [ ] By: ______________________ Name: Title: CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”)
Appears in 1 contract
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security 11.75% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security 11.75% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security11.75% Note, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis 11.75% Note, to the Holder of this Security 11.75% Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 11 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21September 28, 20052005 among CCH I Holdings, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CUSIP NO. [ ] $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the principal amount of Dollars ($ ) on January 15, 2014. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Subject to Restrictions set forth in this 13.50% Note.
Appears in 1 contract
Note Guarantee. For value receivedPursuant to Section 11.07 of the Indenture, the undersigned Additional Note Guarantor hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder Holders of this Security the Notes the cash payments in United States dollars of principal of, premium, if any, and interest (and Additional Interest, if any) on this Security the Notes in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interestinterest (and Additional Interest, if any), if any, of this Securitythe Notes, if lawful, and the payment or performance of all other Note Obligations obligations of the Issuer under the Indenture (as defined below) or the SecuritiesNotes, to the Holder Holders of this Security the Notes and the Trustee, all in accordance with and subject to the terms and limitations of this Securitythe Notes, Article XII Articles 10 and 11 of the Indenture and this (the "Note Guarantee"). This Note Guarantee shall become is effective in accordance with Article XII 11 of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21, 2005, among VeraSun Energy Corporation, a South Dakota corporation (the "Issuer"), the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as trustee (the "Trustee")Note. The obligati▇▇▇ ▇f obligations of the undersigned to the Holders of Securities Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII 11 of the Indenture Indenture, and are expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture) of the Additional Note Guarantor to the extent set forth in Article 10 of the Indenture, and reference is hereby made to the Indenture for the precise terms of the this Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS SUPPLEMENTAL INDENTURE INCLUDING THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. This Note Guarantee is subject to release upon the terms set forth in the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture and Note Guarantee (Birds Eye Foods Inc)
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this SecurityNote, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis Note, to the Holder of this Security Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 10 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21September 14, 20052006 among CCH II, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH II Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture.. CHARTER COMMUNICATIONS HOLDINGS, LLC By:____________________________________ Name: Title: CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”) 10.25% Senior Notes due 2013 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. By: ________________________ Authorized Signature CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”) 10.25% Senior Notes due 2013 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:
Appears in 1 contract
Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as on a suretysenior unsecured basis, to the Holder of this Security 11.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Security 11.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security11.125% Note, if lawful, and the payment or performance of all other Note Obligations of the Issuer Issuers under the Indenture (as defined below) or the Securitiesthis 11.125% Note, to the Holder of this Security 11.125% Note and the Trustee, all in accordance with and subject to the terms and limitations of this SecurityNote, Article XII 11 of the Indenture and this Note Guarantee. This Note Guarantee shall become effective , including the terms stated in accordance with Article XII of the Note, the Indenture and its terms shall be evidenced thereinthis Note Guarantee. The validity and enforceability of any this Note Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityNote. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21September 28, 20052005 among CCH I Holdings, among VeraSun Energy CorporationLLC, a South Dakota corporation (the "Issuer")Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Subsidiary Guarantors named therein undersigned, and Wells Fargo BankThe Bank of New York Trust Company, N.A.NA, as trustee (as amended or supplemented, the "Trustee"“Indenture”). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKYORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the principal amount of Dollars ($ ) on April 1, 2014.
Appears in 1 contract