OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.17 of the Indenture, check the box below: ☐ Section 4.12 ☐ Section 4.17 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.17 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Soc. Sec. or Tax Identification No.: Signature Guarantee: EXHIBIT B-1 FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL INTEREST TO REGULATION S GLOBAL NOTE (Pursuant to Section 2.06(a)(ii) of the Indenture) The Bank of New York Mellon, London Branch, as Trustee One Canada Square London E14 5AL United Kingdom Attention: Manager Corporate Trust Services Re: First Lien Senior Secured Notes due 2023 of CGG Holding (U.S.) Inc. Reference is hereby made to the Indenture, dated as of [●], 2018 (the “Indenture”), among CGG Holding (U.S.) Inc. (the “Company”), any guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ principal amount of Notes which are evidenced by one or more (i) Rule 144A Global Notes and held with the Common Depositary, (ii) IAI Global Notes and held with the Common Depositary or (iii) Section 1145 Global Notes and held with the Common Depositary, in each case in the name of (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depository. In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date:
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Company pursuant to Section 4.02 of the Indenture, check the box:
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer 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 Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($1,000 or an integral multiple of $1,000 in excess thereof): $ Dated: 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 EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 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 IN 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. No. 12 3/4% Senior Discount Note due 2016 CUSIP No. ______ ISIN No. ______ RURAL/METRO CORPORATION (the "Issuer"), a Delaware corporation, promises to pay to [ ], or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in the Global Note attached hereto] (1) on March 15, 2016. Interest Payment Dates: March 15 and September 15.
OPTION OF HOLDER TO ELECT PURCHASE. If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box: ¨ If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount (in original principal amount) below: US$ . Date:
OPTION OF HOLDER TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, check either box:
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.07 or 4.10 of the Indenture, check the box: / / If you want to elect to have only part of this Security purchased by the Issuers pursuant to Section 4.07 or 4.10 of the Indenture, state the amount: Date: Your Signature: ------------------------------ --------------------------- -------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of the Security.
OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes o Net Proceeds Offer: o Change of Control Offer: in whole o in whole o in part o in part o Amount to be purchased: $ Amount to be purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: SCHEDULE OF EXCHANGES OF NOTES The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee EXHIBIT B FORM OF SERIES B NOTE (Face of Note) MXENERGY HOLDINGS INC. FLOATING RATE SENIOR NOTE DUE 2011 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 IN 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.](2) THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPO...
OPTION OF HOLDER TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. Face of Regulation S Temporary Global Note CUSIP/CINS 6.250% Senior Notes due 2025 No. $ Viking Cruises Ltd promises to pay to or registered assigns, the principal sum of DOLLARS on May 15, 2025. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: VIKING CRUISES LTD By: Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: AUTHORIZED SIGNATORY Back of Regulation S Temporary Global Note 6.250% Senior Notes due 2025 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, ...
