XXXXXXX CORPORATION. Telephone and Data Systems, Inc. Voting Trust. Affiliated Computer Services, Inc ...... The Techs ......................................... RMH Teleservices, Inc ...................... Unilever N.V. ..................................... H Group Holding, Inc ........................ Xxxx, Xxxxxx & Associates, Inc ........... Rouge Industries, Inc., Debtor-in- Possession. Aquila, Inc ..........................................
XXXXXXX CORPORATION. By: ------------------------------ Name: Title: THE BANK OF NEW YORK, as Trustee By: ------------------------------ Name: Title: EXHIBIT A (FORM OF FACE OF NOTE) This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Note is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Certificate No. 1 $ 200,000,000 Dated: February 14, 2003 CUSIP No. 000000XX0 X. X. XXXXXXX CORPORATION 5.875% Senior Notes due 2013 X. X. XXXXXXX CORPORATION, a Delaware corporation (the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS AND NO CENTS ($200,000,000.00) on February 15, 2013. The Company further promises to pay interest on said principal sum outstanding from February 14, 2003, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, semiannually (subject to deferral as set forth herein) in arrears on February 15 and August 15 of each year commencing August 15, 2003 at the rate of 5.875% per annum, until the principal hereof shall have become due and payable and, until the principal hereof is paid or duly provided for or made available for payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve...
XXXXXXX CORPORATION. By /s/ Xxxxxx X. Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxx Title: Senior Vice President, General Counsel and Secretary THE BANK OF NEW YORK, as Trustee By /s/ Xxxx Xxxx Xxxxxxxxx ------------------------------- Name: Xxxx Xxxx Xxxxxxxxx Title: Vice President EXHIBIT A (FORM OF FACE OF SECURITY) [IF THE SECURITY IS A GLOBAL SECURITY, INSERT: - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY 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 LIMITED CIRCUMSTANCES. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC (AND ANY PAYMENT HEREON 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 IN AS MUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. 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, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE C...
XXXXXXX CORPORATION. By: /s/ Xxxxxx Xxxxxxx ------------------------------ Title: Senior Vice President BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxx X.X. Xxxxxx ------------------------------ Title: Principal SCHEDULE 2.1 ------------ COMMITMENTS ----------- AND PRO RATA SHARES ------------------- Pro Rata Bank Commitment Share ---- ---------- ----- Bank of America, $50,000,000 100% National Association TOTAL $50,000,000 100%
XXXXXXX CORPORATION. By: /s/ Xxxxxx X. Xxxxx /s/ H. Xxxxxxxx Xxxx, Xx. Name: Xxxxxx X. Xxxxx H. Xxxxxxxx Xxxx, Xx. Title: Chairman of the Board April 16, 2014 April 16, 2014 Date Date Exhibit A RELEASE OF CLAIMS Pursuant to the Transition Agreement of even date herewith (the “Transition Agreement”) by and between H. Xxxxxxxx Xxxx, Xx. (the “Executive”) and Xxxxxxx Corporation, a Delaware corporation (including its successors and assigns, the “Company”), the Executive is required to execute and deliver this Release. Words used herein with an initial capital letter, but not otherwise defined herein, shall have the meanings ascribed thereto in the Transition Agreement. The Executive agrees that, except as otherwise expressly provided below, his acceptance of the Transition Agreement to which this Release is an Exhibit constitutes: (i) a full, complete, and knowing waiver of any claims, whether or not asserted, that the Executive may have against the Company or any of its respective subsidiaries or affiliates (collectively, “Company Parties”) arising out of the Executive’s employment through the date hereof, or the change in the Executive’s duties and responsibilities as contemplated by the Transition Agreement, including, but not limited to, any claims the Executive may have under law for wages, bonuses, torts, contracts, or under employment agreements (including under the Employment Agreement or under any federal, state, or local statute, regulation, rule, ordinance, or order which covers or purports to cover or relates to any aspect of employment, including, but not limited to, discrimination based on race, sex, age, religion, national origin, citizenship, sexual orientation, physical, medical, or mental condition or marital status under, among other statutes, the National Labor Relations Act, Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Civil Rights Acts of 1866 and 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act; the Fair Credit Reporting Act, the Immigration Reform Control Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Older Workers Benefit Protection Act of 1990, the Occupational Safety and Health Act of 1970, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx–Xxxxx Xxxx Stre...
XXXXXXX CORPORATION. Xxxxxxx X. Xxxxx...............................................
XXXXXXX CORPORATION. By: ----------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Securities referred to in the Indenture. By --------------------------------- Authorized Signatory Date: [FORM OF REVERSE SIDE OF SERIES A NOTE]
XXXXXXX CORPORATION. (i) All of its rights and obligations as a payee and a holder with respect to the principal amount of $49,822,628.08 and accrued interest of $3,050,052.91 under that certain Promissory Note dated as of September 20, 2010, in the aggregate principal amount of $1,850,000,000 issued by The Gates Corporation, a Delaware corporation (“Gates”) in favor of Gates Holdings Limited (as previously assigned and transferred to Contributor, the “Gates Note”) and any other documents or instruments delivered pursuant thereto or in connection therewith or the loan transactions governed thereby or in any way based on or related to any of the foregoing including, without limitation, any guarantees associated therewith given with respect thereto (collectively with the Gates Note, the “Gates Note Documents”), (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Xxxxxxx against any person, whether known or unknown, arising under or in connection with the Gates Note, any other documents or instruments delivered pursuant thereto or in connection therewith or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations contributed, assigned and assumed pursuant to clause (i) above and (iii) for the avoidance of doubt, any other right, title, benefit and interest of any kind whatsoever in the Gates Note Documents not conveyed under that certain Purchase and Sale Agreement dated as of
XXXXXXX CORPORATION. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of September __, 1998
XXXXXXX CORPORATION. Senior Note Due 2028
