OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. In the case of any discrepancy between this writing and Article 11 of the Indenture, Article 11 of the Indenture shall control. This is a continuing Subsidiary Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full, final and indefeasible payment of all of the Company's obligations under the Notes and the Indenture (subject to Section 11.04 of the Indenture) and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Notes and, in the event of any transfer or assignment of rights by any Holder of Notes or the Trustee, the rights and privileges herein conferred upon the party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Subsidiary Guarantee of payment and not a guarantee of collection. For purposes hereof, each Guarantor's liability shall be limited to the lesser of (i) the aggregate amount of the Obligations of the Company under the Notes and the Indenture and (ii) the amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as such term is defined in the United States Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left such Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into; PROVIDED that it will be a presumption in any lawsuit or other proceeding in which a Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is the amount set forth in clause (ii) above. The Indenture provides that, in making any determination as to solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors, and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. Capi...
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. ECHOSTAR SATELLITE OPERATING CORPORATION BY: /S/ XXXXX X. XXXXXXXXX ------------------------------------ NAME: XXXXX X. XXXXXXXXX TITLE: SENIOR VICE PRESIDENT
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF XXXXXXXXX] By: ------------------------------ Name: B-114 Title: EXHIBIT C FORM OF CERTIFICATE OF TRANSFER EchoStar DBS Corporation 0000 Xxxxx Xxxxx Xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 U.S. Bank Trust National Association 000 Xxxx 0xx Xxxxxx Xx. Xxxx, MN 55101 Re: 9 1/4% Senior Notes due 2006 ---------------------------- Reference is hereby made to the Indenture, dated as of January 25, 1999 (the "INDENTURE"), between EchoStar DBS Corporation, as issuer (the "COMPANY"), the Guarantors named therein and U.S. Bank Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the "TRANSFEROR") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____ in such Note[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [Subsidiary Guarantor] By: -------------------------- Name: Title: B-2 168 Annex C [FORM OF REGULATION S CERTIFICATE FOR HOLDER] CERTIFICATE TO BE DELIVERED UPON RECEIPT OF PAYMENT OF PRINCIPAL OR INTEREST WITH RESPECT TO A REGULATION S TEMPORARY GLOBAL NOTE OR THE EXCHANGE OF A REGULATION S TEMPORARY GLOBAL NOTE FOR REGULATION S PERMANENT GLOBAL NOTE Re: 9 3/8% SENIOR SUBORDINATED NOTES DUE 2008 OF LIBERTY GROUP OPERATING, INC. The undersigned as the Holder of a beneficial interest in a Regulation S Temporary Global Note is delivering this certificate concurrently with (check one): [ ] the receipt of a payment of interest or principal with respect to a Regulation S Temporary Global Note; or [ ] its written order to Euroclear or CEDEL, as the case may be, to exchange its beneficial interest in the Regulation S Temporary Global Note for beneficial interest in a Regulation S Permanent Global Note. In connection with the above, the undersigned hereby certifies that: [ ] the undersigned as the Holder of the beneficial interest in the Regulation S Temporary Global Note is not a U.S. Person (as defined in Section 305); or [ ] the undersigned has purchased its interest in the Regulation S Temporary Global Note in a transaction that is exempt from the registration requirements under the Securities Act. ----------------------------- [INSERT NAME OF HOLDER] By: -------------------------- Date: -----------------
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF GUARANTOR] By:________________________________ Name:
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. The Subsidiary Guarantees shall be governed by the laws of the state of New York. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. By: _________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: _________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary Dated as of Marcx 0, 0000 XXXXXX XXXIFIC, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary Dated as of Marcx 0, 0000 XXX XXXTAURANTS, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary Dated as of March 4, 1999 CARL'S JR. REGION VIII, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: M'Liss Jonex Xxxe Xxxle: Secretary Dated as of March 4, 1999 TACO BUENO RESTAURANTS, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary Dated as of March 4, 1999 XXXX XXXXX XXXXX, X.P. By: TACO BUENO RESTAURANTS, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: Robexx X. Xxxxxx Xxxle: Senior Vice President and Secretary Dated as of March 4, 1999 HARDXX'X XXXD SYSTEMS, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: M'Liss Jonex Xxxe Xxxle: Secretary Dated as of March 4, 1999 BURGER CHEF SYSTEMS, INC. By: ________________________ Name: Carl X. Xxxxxx Title: Executive Vice President Attest: ___________________________________ (SEAL) Name: M'Liss Jonex Xxxe Xxxle: Secretary Dated a...
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in this Indenture unless otherwise indicated. Dated as of March 22, 2002 GUARANTORS: RESORTS INTERNATIONAL HOTEL, INC. By: ------------------------------------------------ Name: Title: NEW PIER OPERATING COMPANY, INC. By: ------------------------------------------------ Name: Title: Assignment Form To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to ------------------------------------------------------------------------ (Insert assignee's soc. sec. or tax I.D. no.) ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ (Print or type assignee's name, address and zip code) and irrevocably appoint ----------------------------------------------------- to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:______________________ Your Signature: ------------------------------------------------------ (Sign exactly as your name appears on the face of this Note) Option of Holder to Elect Purchase If you want to elect to have this Note purchased by the Company pursuant to Section 4.11, 4.14 or 4.16 of the Indenture, check the box below:
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of XXXXXXXX MANUFACTURING --------------- COMPANY, INC. By: ------------------------------ Name: Title:
