Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, LEVI XXXXXXX & CO., By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own accou...
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement between the Company and the Initial Purchasers. Very truly yours, AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS LISTED ON SCHEDULE I TO THIS AGREEMENT, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer DOWNTOWN BOSTON CINEMAS, LLC LOEWS NORTH VERSAILLES CINEMAS, LLC LOEWS PLAINVILLE CINEMAS, LLC METHUEN CINEMAS, LLC OHIO CINEMAS, LLC RICHMOND MALL CINEMAS, LLC SPRINGFIELD CINEMAS, LLC WATERFRONT CINEMAS, LLC, as Guarantors By: XXXXX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer GATEWAY CINEMAS, LLC LEWISVILLE CINEMAS, LLC LOEWS GARDEN STATE CINEMAS, LLC, as Guarantors By: RKO CENTURY WARNER THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer LOEWS CINEPLEX U.S. CALLCO, LLC, as Guarantor By: LOEWS CINEPLEX THEATRES, INC., as Sole Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX-STAR PARTNERS, as Guarantor By: STAR THEATRES OF MICHIGAN, INC., as General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXXX THEATRES LIMITED PARTNERSHIP, AS GUARANTOR By: S & J THEATRES, INC., AS General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) ...
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company, Parent Guarantor and the Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or the shares of Common Stock issuable upon conversion thereof is required hereunder, Securities or the shares of Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than subsequent Holders of Securities or the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement between the Company and the Initial Purchasers in accordance with its terms. Very truly yours, SBA COMMUNICATIONS CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Sr. VP and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX BROTHERS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director, Head of Convertible Origination CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ X.X. Xxxxxx Name: X.X. Xxxxxx Title: Vice Chair / Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its direct or indirect subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by the Company, the Guarantor or any of their respective Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and the several Initial Purchasers. Very truly yours, NII INTERNATIONAL TELECOM S.C.A. represented by its manager NII INTERNATIONAL HOLDINGS S.à x.x. itself represented by Xxxxx X. Xxxxx, duly authorized Class B Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Class B Manager NII HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President, Corporate Counsel and Assistant Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Issuer, the Company and you. Very truly yours, PTC INTERNATIONAL FINANCE II S.A. By: /s/ -------------------------------- Name: Authorized Signatory Title: By: -------------------------------- Name: Title: POLSKA TELEFONIA CYFROWA SP. Z 0.0. By: /s/ Wilxxxx Xxxxxxxxxx -------------------------------- Name: Wilxxxx Xxxxxxxxxx Title: Director of Strategy, Marketing and Sales By: /s/ Rysxxxx Xxxxxxxxxxxxx -------------------------------- Name: Rysxxxx Xxxxxxxxxxxxx Title: Director of Administration The foregoing Agreement is hereby accepted as of the date first above written. DEUTSCHE BANK AG LONDON By: /s/ Garxxx Xxxxxx ----------------------------------- Name: Garxxx Xxxxxx Xxtle: By: /s/ Guy du ParcGraham ----------------------------------- Name: Guy du ParcGraham Title: DRESDNER BANK AG LONDON BRANCH
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified number, or percentage of principal amount or liquidation amount, as the case may be, of, Registrable Securities or Exchange Securities is required hereunder, Registrable Securities or Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Registrable Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
