ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Signature: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Increase/Decrease 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 Paying Agent LEGAL_EU # 16733244.6 [FORM OF OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:
Appears in 1 contract
Samples: phx.corporate-ir.net
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT C [Face of Note] FORM OF OPTION RESTRICTED CERTIFICATED NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF HOLDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Offer to Purchase with Minority Shareholder Option ProceedsTHE “SECURITIES ACT”), Section 4.03 OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST 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, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (Change THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [ONE YEAR][ IN THE CASE OF REGULATION S NOTES – 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE COMPANY OR THE PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, THE PURCHASERS, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES. CUSIP [ ] ISIN [ ] Senior Subordinated Secured Notes due 2015 No. $ XXXXXXXXX MORTGAGE, INC. promises to pay to , or registered assigns, the principal sum of Control) or Section 4.08 (Limitation Dollars on Sales of Assets March 31, 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: Signature: † Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to be executed by an executive officer the Trustee). Option of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Increase/Decrease 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 Paying Agent LEGAL_EU # 16733244.6 [FORM OF OPTION OF HOLDER TO ELECT PURCHASE] Holder to Elect Purchase If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 (Change of Control) 1007 or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) 1012 of the Indenture, check the boxappropriate box below: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control ☐ Section 1007 ☐ Section 1012 If you want to elect to have only part of this the Note purchased by the Issuer pursuant to Section 4.03 1007 or Section 4.08 1012 of the Indenture, state the amount you elect to have purchased: $____________ Date: ____________ Your Signature: (minimum amount Sign exactly as your name appears on the face of $200,000): $ Date: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 other Notes 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. ANNEX B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS This Supplemental indenture (this “Supplemental Indenture”), dated as of , 20 , is among [Name of Future Subsidiary Guarantor] (the “New Subsidiary Guarantor”), a subsidiary of Wxxxxxxxxxx International plc, an Irish public limited company [or its permitted successor] (the “Parent Guarantor”), Wxxxxxxxxxx International, LLC, a Delaware limited liability company (“Weatherford Delaware”), Wxxxxxxxxxx International Ltd., a Bermuda exempted company (the “Issuer”), the Parent Guarantor and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”). The New Subsidiary Guarantor and the existing Subsidiary Guarantors are sometimes referred to collectively herein as the “Subsidiary Guarantors,” or individually as a “Subsidiary Guarantor.”
Appears in 1 contract
Samples: Weatherford International PLC
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B [Face of Note] FORM OF OPTION REGULATION S GLOBAL NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF HOLDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Offer to Purchase with Minority Shareholder Option ProceedsTHE “SECURITIES ACT”), Section 4.03 OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST 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, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 (Change $100,000 FOR INSTITUTIONAL ACCREDITED INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE COMPANY OR THE PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, THE PURCHASERS, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES. 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. UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. CUSIP [ ] ISIN [ ] Senior Subordinated Secured Notes due 2015 [PIK] No. $ XXXXXXXXX MORTGAGE, INC. promises to pay to , or registered assigns, the principal sum of Control) or Section 4.08 (Limitation Dollars on Sales of Assets March 31, 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: First Supplemental Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT B [Face of Note] FORM OF OPTION REGULATION S GLOBAL NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF HOLDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Offer to Purchase with Minority Shareholder Option ProceedsTHE “SECURITIES ACT”), Section 4.03 OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST 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, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 (Change $100,000 FOR INSTITUTIONAL ACCREDITED INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE COMPANY OR THE PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, THE PURCHASERS, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES. 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. UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. CUSIP [ ] ISIN [ ] Senior Subordinated Secured Notes due 2015 No. $ XXXXXXXXX MORTGAGE, INC. promises to pay to , or registered assigns, the principal sum of Control) or Section 4.08 (Limitation Dollars on Sales of Assets March 31, 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Senior Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under of the U.S. Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Signature Guarantee Dated: Schedule A OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Senior Note purchased by the Company pursuant to Section 5.01 of the First Supplemental Indenture, check the box: □ If you want to elect to have only part of the Senior Note purchased by the Company pursuant to Section 5.01 of the First Supplemental Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (sign exactly as your name appears on the face of this Senior Note) Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF the Trustee). Schedule A SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial principal amount following exchanges of a part of this Global Note is $ . The following increases for an interest in another Global Note or decreases for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Senior Note is issued in Global Form. EXHIBITA-2 [FORM OF OPTION OF HOLDER TO ELECT PURCHASEFace of Regulations S Temporary Global Note] If you want CUSIP/ISIN [ ] 6.500% Senior Notes due 2028 No. [ ] $[ ] UL SOLUTIONS INC. promises to elect pay to have this Note purchased by [ ] or registered assigns, the Issuer pursuant to Section 3.11 principal sum of [ ] (Offer to Purchase with Minority Shareholder Option Proceeds)United States) Dollars on October 20, Section 4.03 2028 or such greater or lesser amount as may be indicated in Schedule A hereto. Interest Payment Dates: October 20 and April 20 Record Dates: Each October 5 and April 5 immediately preceding the relevant Interest Payment Date (Change of Controlwhether or not a Business Day) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want to elect to have only part Additional provisions of this Senior Note purchased by are set forth on the Issuer pursuant to Section 4.03 or Section 4.08 other side of the Indenture, state the amount (minimum amount of $200,000): $ Date:this Senior Note.
Appears in 1 contract
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT C [Face of Note] FORM OF OPTION RESTRICTED CERTIFICATED NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF HOLDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Offer to Purchase with Minority Shareholder Option ProceedsTHE “SECURITIES ACT”), Section 4.03 OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST 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, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (Change THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [ONE YEAR][ IN THE CASE OF REGULATION S NOTES – 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE COMPANY OR THE PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, THE PURCHASERS, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES. CUSIP [ ] ISIN [ ] Senior Subordinated Secured Notes due 2015 [PIK] No. $ XXXXXXXXX MORTGAGE, INC. promises to pay to , or registered assigns, the principal sum of Control) or Section 4.08 (Limitation Dollars on Sales of Assets March 31, 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: First Supplemental Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT E [Face of Note] FORM OF OPTION EXCHANGE CERTIFICATED NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO ELECT PURCHASETHE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP [ ] If you want ISIN [ ] Senior Subordinated Secured Notes due 2015 [PIK] No. $ XXXXXXXXX MORTGAGE, INC. promises to elect pay to have this Note purchased by , or registered assigns, the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds)principal sum of Dollars on March 31, Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: First Supplemental Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: Signature____________________ NOTICE: (to To be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] NOTE The initial principal amount of this Global Note is $ $2,110,000.00. The following increases or decreases in this Global Note have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase 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 Paying Agent LEGAL_EU # 16733244.6 [FORM OF Notes Custodian LEVI XXXXXXX & CO. 5.00% SENIOR NOTES DUE 2025 OPTION OF HOLDER TO ELECT PURCHASE] PURCHASE If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 3.11 4.07 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 Asset Sale) or 4.12 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want to elect to have only part of this Note purchased by the Issuer Company pursuant to Section 4.03 4.07 or Section 4.08 4.12 of the Indenture, state the amount amount: $___________ Date: _____________________ Your Signature: (minimum amount Sign exactly as your name appears on the other side of $200,000): $ Date:the Note) Signature Guarantee: _________________________________________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee
Appears in 1 contract
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: SignatureNOTICE: (to To be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] [FORM OF SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] SECURITY The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase 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 Paying Agent LEGAL_EU # 16733244.6 [FORM OF Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE] PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 4.06 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 Asset Sale) or 4.08 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount (minimum amount $2,000 or any integral multiple of $200,0001,000): $ Date:: 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 XXXXXXX X-0 [FORM OF FACE OF 2018 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 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 SECURITY 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 SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED DECEMBER 24, 2008, BY AND AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME. No. $ 10.00% Second-Priority Senior Secured Note due 2018 CUSIP No. ISIN No. XXXXXX’X OPERATING COMPANY, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on December 15, 2018. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Additional provisions of this Note are set forth on the other side of this Note.
Appears in 1 contract
Samples: Indenture (Gnoc Corp.)
ABOVE IS CHECKED. The undersigned transferee represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion institutional investor and that it and any such account is not a “qualified institutional buyer” within the meaning of Rule 144A U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and is aware that the sale to it is being made acquiring this Note from the registered holder thereof in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer an “offshore transaction” (as the undersigned has requested defined in Regulation S) pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A. DateRegulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred except in accordance with the resale and other transfer restrictions set forth in the legend on the face thereof. Dated: Signature[Type or print name of transferee] By: (to be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF Executive Officer SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL NOTE] * The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note Note, have been made: Date of Increase/Decrease Exchange Amount of Decrease decrease in Principal Amount of this Global Note Amount of Increase increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT E [Face of Note] FORM OF OPTION EXCHANGE CERTIFICATED NOTE THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO ELECT PURCHASETHE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP [ ] If you want ISIN [ ] Senior Subordinated Secured Notes due 2015 No. $ XXXXXXXXX MORTGAGE, INC. promises to elect pay to have this Note purchased by , or registered assigns, the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds)principal sum of Dollars on March 31, Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets 2015. Interest Payment Dates: March 31 and Subsidiary Stock) September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture, check : WILMINGTON TRUST COMPANY as Trustee By: Authorized Signatory Date: [Back of Note] Senior Subordinated Secured Notes due 2015 Capitalized terms used herein shall have the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want meanings assigned to elect them in the Indenture referred to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:below unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Thornburg Mortgage Inc)
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date[Name of Transferee] NOTICE: Signature: (to To be executed by an executive officer of purchaser) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF officer, if an entity Dated: SCHEDULE OF INCREASES OR AND DECREASES IN GLOBAL NOTE] NOTE The initial principal amount of this Global Note is $ $__________. The following increases or decreases in the principal amount of this Global Note have been made: Date of Increase/Decrease Transfer, Exchange or Redemption Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease Following Such Decrease (or increase Increase) Signature of authorized signatory Authorized Signatory of Trustee or Paying Agent LEGAL_EU # 16733244.6 Note Custodian EXHIBIT B [FORM OF OPTION OF HOLDER [ ] SUPPLEMENTAL INDENTURE TO ELECT PURCHASEBE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS] If you want to elect to have This [ ] Supplemental Indenture and Subsidiary Guarantee, dated as of _____________, 20 (this Note purchased by the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds“Supplemental Indenture” or “Subsidiary Guarantee”), Section 4.03 among ____________ (Change of Controlthe “New Guarantor”), Playtika Holding Corp. (together with its successors and assigns, the “Company”) or Section 4.08 and Wilmington Trust, National Association, as Trustee (Limitation on Sales of Assets in such capacity, the “Trustee”), paying agent and Subsidiary Stock) of the registrar under such Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:.
Appears in 1 contract
Samples: Indenture (Playtika Holding Corp.)
ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: SignatureNotice: (to To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you wish to have all of purchaserthis Note purchased by the Issuers pursuant to Section 4.10 or Section 4.12 of the Indenture, check the box: ¨ If you wish to have a portion of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.12 of the Indenture, state the amount (in original principal amount) [TO BE ATTACHED TO GLOBAL NOTES] [FORM OF below: $ . Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:3 3 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN GLOBAL NOTE] NOTES4 The initial following exchanges of a part of this Global Note for Certificated Notes or an interest in another Global Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Increase/Decrease Amount of Decrease increase in Principal Amount of this Global Note Amount of Increase in Principal Amount principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory officer of Trustee or Paying Agent LEGAL_EU # 16733244.6 4 For Global Notes. EXHIBIT A SUPPLEMENTAL INDENTURE dated as of , among XXXX HOMES LIMITED PARTNERSHIP, XXXX HOMES FUNDING CORP., The Guarantors Party Hereto and [FORM OF OPTION OF HOLDER TO ELECT PURCHASE—] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering Asset Disposition Change of Control If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:as Trustee
Appears in 1 contract
Samples: Indenture (Vistancia Marketing, LLC)
