Your Signature. (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
Your Signature. (Sign exactly as your name appears on the face of this Note)
Your Signature. (Sign exactly as your name appears on the other side of this Security)
Your Signature. (Sign exactly as your name appears on the other side of this Certificate) Signature Guarantee: --------------------------- EXHIBIT C Form of Class B Certificate (begins on next page) TRUST CERTIFICATE No. B-1 CUSIP NO. 73941X650 SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS CERTIFICATE 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 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 THE 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. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO CEDE & CO. OR BY CEDE & CO. TO DTC OR TO ANOTHER NOMINEE OF DTC OR BY DTC OR CEDE & CO. TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE DEPOSITED ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON. THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO DIRECT RIGHT TO PRINCIPAL OR INTEREST PAYMENTS IN RESPECT OF THE UNDERLYING SECURITIES. THE REGISTERED HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE ASSETS DEPOSITED IN THE TRUST, TO THE EXTENT OF ITS RIGHTS THEREIN, FOR DISTRIBUTIONS HEREUNDER. PPLUS TRUST SERIES LMG-3 PPLUS CLASS B 1.25% TRUST CERTIFICATES SERIES LMG-3 ($25 NOtionAL PRINCIPAL AMOUNT PER TRUST CERTIFICATE) evidencing a fractional undivided beneficial ownership interest in the Trust, as defined below, the property of which consists principally of $30,550,000 aggregate principal amount of 8.25% Senior Debentures due 2030 (the "Underlying Securities") issued by Liberty Media Corporation, a Delaware corporation, and all payments received thereon, deposited in trust by Merrill Lynch Depositox, Xxx. (xxx "Depositor"). THIS CERTIFIES THAT CEDE & CO. is...
Your Signature. (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: ____________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 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: __________________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: ____________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $ . 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 or Definitive Note for an interest in this Global Note, have been made: *This schedule should be included only if the Note is issued in global form. Cumulus Media Inc. 700 Xxxxxxx Xxxxx Road NE, Suite 500 Atlanta, Georgia 30342 Facsimile: (000) 000-0000 Attention: Rxxxxxx X. Xxxxxxx U.S. Bank Trust Company, National Association Global Corporate Trust 2 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Fxxxxxx Xxxxxx Re: 8.000% Senior Notes due 2029 Reference is hereby made to the Indenture, dated as of May 2, 2024 (the “Indenture”), among Cumulus Media New Holdings Inc., the Guarantors named therein and the 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:
Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxxxxx Xxxxx Parkway East Syracuse, New York 13057 Fax: (000) 000-0000 Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:
Your Signature. (Sign exactly as your name appears on the other side of this Security) Date: --------------------------------------- Signature Guarantee:* ----------------------- [Include the following if the Security bears a Restricted Securities Legend -- In connection with any transfer of any of the Securities evidenced by this certificate, the undersigned confirms that such Securities are being: CHECK ONE BOX BELOW
Your Signature. (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:(1)
Your Signature. (Sign exactly as your name appears on the other side of this Convertible Note) Date: ------------------------------------------------------------------ Signature Guarantee:(1) ------------------------------------------------
Your Signature. (Sign exactly as your name appears on the other side of this Convertible Note) Date: -------------------- Signature Guarantee(2) ------------------------------ In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being transferred: CHECK ONE BOX BELOW
