Date: Your Signature. Sign exactly as your name appears on the other side of this Note.
Date: Your Signature. (Sign exactly as your name appears on the other side of this Security)
Date: Your Signature. (Sign exactly as your name appears on the Note) Tax Identification No:_________________________________ Signature Guarantee.*
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Date: Your Signature. (Sign exactly as your name appears on the Note) Tax Identification No:_________________________ Signature Guarantee:____________________________ 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 4.14 of the Indenture, check the box below: [ ] Section 4.10 [ ] Section 4.14 If you want to elect to have only part of the Note purchased by the Company 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 Note) Tax Identification No:_________________________ Signature Guarantee:_______________________ SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of decrease Amount of increase in of this Global Signature of in Principal Amount Principal Amount Note following such authorized officer of this of this decrease of Trustee or Note Date of Exchange Global Note Global Note (or increase) Custodian ---------------- ------------------- --------------------- ------------------- ------------------ A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Charles River Laboratories, Inc. 251 Ballardvale Street Wilmixxxxx, MA 01887 Telecopier No.: 900-000-0000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Xxate Street Bank axx Xxxxx Xxxpany 2 Avenue de Lafayette Boston, MA 02111 Telecopier No.: (617) 000-0000 Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxpartment, Transfex Xxxx Xx: 13 1/2% Senior Subordinated Notes due 2009 Reference is hereby made to the Indenture, dated as of September 29, 1999 (the "Indenture"), among Charles River Laboratories, Inc. (the "Company"), as issuer, xxx Xxxrantors listed on the signature pages thereto, and State Street Bank and Trust Company, 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 c...
Date: Your Signature. (Sign exactly as your name appears on the Note) Tax Identification No: ____________ Signature Guarantee. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1) 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: Principal Amount Signature of Amount of decrease Amount of increase of this Global Note authorized officer in Principal Amount in Principal Amount following such of Trustee or Date of Exchange of this Global Note of this Global Note decrease (or increase) Note Custodian ---------------- ------------------- ------------------- --------------------- ------------------
Date: Your Signature. (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee:* ___________________________
Date: Your Signature. (Sign exactly as your name appears on the other side of this note) By: ----------------------------------- NOTICE: To be executed by an executive officer Signature Guarantee: EXHIBIT B FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THIS INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT 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 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 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 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. EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS Ladies and Gentlemen: In connection with the proposed purchase of $__________ aggregate principal amount of the 11 1/2% Senior Notes due 2009 (the "Notes") of CapRock Communications Corp., CapRock Telecommunications Corp. and CapRock Fiber Network, Ltd. (the "Issuer"), the undersigned confirms that:
Date: Your Signature. (Sign exactly as your name appears on the other side of this Note)
Date: Your Signature. (Sign exactly as your name appears on the Note) Tax Identification No: Signature Guarantee. A1-88 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: Principal Amount Amount of Amount of of decrease in increase in this Global Note Principal Amount Principal Amount following such Signature of of of decrease (or authorized officer Date of Exchange this Global Note this Global Note increase) of Trustee EXHIBIT A-2 (Face of Regulation S Temporary Global Note) BIRCH TELECOM, INC. 14% SENIOR NOTES DUE 2008 CUSIP NO.:____________
Date: Your Signature. (Sign exactly as your name appears on the other side of this Senior Note) Signature Guarantee:____________________ EXHIBIT C SENIOR GUARANTEE For value received, the undersigned hereby unconditionally guarantees to the Holder of this Senior Note the payments of principal of, premium, if any, and interest on this Senior Note in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, of this Senior Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Senior Notes, to the Holder of this Senior Note and the Trustee, all in accordance with and subject to the terms and limitations of this Senior Note, the Indenture (including, without limitation, Article 10 thereof) and this Guarantee. This Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of the Guarantee shall not be affected by the fact that it is not affixed to any particular Senior Note. The obligations of the undersigned to the Holders of Senior Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in the Indenture (including, without limitation, Article 10 thereof) and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of a Senior Note, by accepting the same, agrees to and shall be bound by such provisions.