Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Second Supplemental Indenture (Seaspan CORP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Six Flags Theme Parks Inc. 9▇▇ ▇▇▇▇▇▇ , ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association Global Corporate Trust Services 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: W▇▇▇-▇▇-▇▇▇▇ Re: 5.507.000% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10April 22, 2017 2020 (the “Base Indenture”), between Seaspan Corporationamong Six Flags Theme Parks Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Six Flags Entertainment Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Primus Telecommunications Holding, Inc. c/o Primus Telecommunications Group, Incorporated ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇ Drive, Suite 900 ▇▇▇▇▇▇, Virginia 22102 Attn: Chief Legal Officer U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇AttentionAttn: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Services Re: 5.5010.00% Senior Secured Notes due 2025 2017 of Primus Telecommunications Holding, Inc. Reference is hereby made to the Indenture, dated as of October 10July 7, 2017 2011 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Primus Telecommunications Holding, Inc, a Delaware corporation (the “Issuer”), the guarantors party thereto, and U.S. Bank National Association, as Trustee and as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Primus Telecommunications Group Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Security or Restricted Definitive Notes Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) E 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) E Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE OF (a), (b) OR (c)] (a) ☐ a beneficial interest in the: (i) E 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) E Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) E Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ [________] [________] Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention[_____] With a copy to: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ [TRUSTEE] Re: 5.5011%/ 13%/ 15% Senior Secured PIK Toggle Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10February 5, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong Noble Finance Company, a corporation duly organized and existing under company incorporated in the laws of the Republic of The ▇▇▇▇▇▇▇▇ Cayman Islands as an exempted company with limited liability with registration number 115769 (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto thereto, US Bank National Association, as collateral agent and the Trustee (the “Second Supplemental Indenture” andUS Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [___________] (the “Owner”) owns and proposes to exchange the Note[sSecurity[ies] or interest in such Note[sSecurity[ies] specified herein, in the principal amount of $ in such Note[sSecurity[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTECheck if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note Security for a beneficial interest in an Unrestricted Global Note Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes Security and pursuant to and in accordance with the United States U.S. Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. ☐ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Sources: Indenture (Noble Finance Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: ________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation TerraForm Power Operating, LLC ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ Attention: Chief Financial Officer The Investor Relations U.S. Bank of New York Mellon National Association ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, Floor 7E New York, NY 10286 MN Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.504.25% Senior Notes due 2025 2023 Reference is hereby made to the Indenture, dated as of October 10December 12, 2017 (the “Base Indenture”), between Seaspan Corporationamong TerraForm Power Operating, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands LLC, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (TerraForm Power, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (biii) ☐ a Restricted Definitive Note.Unrestricted Global Note (CUSIP ) 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); , or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, FS KKR Capital Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇Philadelphia, ▇▇▇▇▇ Pennsylvania 19112 Attention: Chief Financial Officer The Secretary U.S. Bank of New York Mellon National Association, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, NY 10286 Attention: International Corporate Trust Facsimile ▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Services Re: 5.508.625% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10July 14, 2017 2014, as supplemented by the Sixth Supplemental Indenture, dated April 30, 2020 (together, the “Base Indenture”), between Seaspan CorporationFS KKR Capital Corp., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the TrusteeU.S. Bank National Association, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE NOTE (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) ☐CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture, and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in a Restricted Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

Appears in 1 contract

Sources: Supplemental Indenture (FS KKR Capital Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Global Brass & Copper, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank – DAPS Reorg. MAC N9303-121 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇, ▇ Telephone No.: (▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-) ▇▇▇-▇▇▇▇ ReFax No.: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Appears in 1 contract

Sources: Indenture (Global Brass & Copper Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: Signature Guarantee: (Signature must be guaranteed) 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code 225174261; ISIN XS2251742610), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code 225174253; ISIN XS2251742537), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code 225174261; ISIN XS2251742610), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code 225174253; ISIN XS2251742537), or (iii) ☐ Unrestricted Global Note (Common Code [ ]; ISIN [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Avantor, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Audatex North America, Inc. c/o Solera Holdings, Inc. ▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ U.S. Bank National Association ▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇ ▇▇▇ ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 5.506.00% Senior Notes due 2025 2021 Reference is hereby made to the Indenture, dated as of October 10July 2, 2017 2013 (the “Base Indenture”), between Seaspan Corporationamong Audatex North America, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Solera Holdings, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: ANNEX A TO EXHIBIT B 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP ___________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP ___________), or (iv) ☐ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇EXHIBIT C American Airlines, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇Inc. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fort Worth, TX 76155 Wilmington Trust, National Association , Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Minneapolis, MN 55402 Re: 5.507.25 % Senior Secured Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10February 15, 2017 2023 (the “Base Indenture”), between Seaspan Corporationamong American Airlines, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee and as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Companybenefit. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (iii) ☐ IAI Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Kodiak Gas Services, Inc. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇ Woodlands, Texas 77380 Attention: Chief Legal Officer U.S. Bank Trust Company, National Association ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ Irving, ▇▇▇▇▇ Texas 75038 Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Kodiak Gas Services, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Inc. Administrator Re: 5.50[6.500% Senior Notes due 2025 2033] [6.750% Senior Notes due 2035] Reference is hereby made to the Indenture, dated as of October 10September 5, 2017 2025 (the “Base Indenture”), between Seaspan Corporationamong Kodiak Gas Services, LLC, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware limited liability company (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank Trust Company, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Kodiak Gas Services, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code ), or (iii) ¨ IAI Global Note (Common Code ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]Common Code ), or (iii) ¨ IAI Global Note (Common Code ), or (iv) ¨ Unrestricted Global Note ([ ]Common Code ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Jarden Corporation ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇ Attn: Corporate Secretary Société Générale Bank & Trust ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ L-2420 Luxembourg Re: 5.503 3⁄4% Senior Notes due 2025 2021 Reference is hereby made to the Indenture, dated as of October 10July 14, 2017 2014 (the “Base Indenture”), between Seaspan among Jarden Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto thereto, ▇▇▇▇▇ Fargo Bank, National Association, as trustee, and the Trustee (the “Second Supplemental Indenture” andSociété Générale, together with the Base IndentureBank & Trust, the “Indenture”)as Paying Agent, Transfer Agent, Registrar and Authenticating Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Jarden Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [71376L AB6; ISIN: [•]]US71376LAB62), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [U71355 AC2; ISIN: [•]]USU71355AC27), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [71376L AB6; ISIN: [•]]US71376LAB62), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [U71355 AC2; ISIN: [•]]USU71355AC27), or (iii) ¨ Unrestricted Global Note (CUSIP: [ ]); , or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Performance Food Group, Inc. ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: A. ▇▇▇▇▇ ▇▇▇▇, Senior Vice President, General Counsel and Secretary With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ Facsimile: (▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Igor Fert U.S. Bank of New York Mellon National Association ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇ EP-MN-WS3C St. ▇▇▇-▇▇-▇▇▇▇ , MN 55107 Attn: Performance Food Group Administrator Re: 5.50% Senior Notes due 2025 2024 Reference is hereby made to the Indenture, dated as of October 10May 17, 2017 2016 (the “Base Indenture”)as amended, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureor otherwise modified from time to time, the “Indenture”), among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), PFGC, Inc., a Delaware corporation (“Parent”), the other Guarantors named therein and U.S. Bank National Association, a national banking association, as Trustee, Transfer Agent, Registrar and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or an interest in such Note[s] specified herein], in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Performance Food Group Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or or (iii) ☐ Unrestricted Global Note ([ ]CUSIP/ISIN: ); or or (b) ☐ a Restricted Definitive Note; or or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ Fortress Transportation and Infrastructure Investors LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10105 Attention: ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇, Secretary U.S. Bank Trust Company, National Association as Trustee, Registrar and Transfer Agent ▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile Minnesota 55107 Telephone No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.507.875% Senior Notes due 2025 2030 Reference is hereby made to the Indenture, dated as of October 10November 21, 2017 2023 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized Fortress Transportation and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the CompanyInfrastructure Investors LLC, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: (1. ) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE NOTE (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. States of America. (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United StatesStates of America.

Appears in 1 contract

Sources: Indenture (FTAI Aviation Ltd.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: /s/ Name: Title: Dated:Date: ____________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ Edgen M▇▇▇▇▇ Corporation 1▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 5.508.75% Senior Secured Notes due 2025 2020 Reference is hereby made to the Indenture, dated as of October 1016, 2017 2012 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇among Edgen M▇▇▇▇▇ Islands Corporation, as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon Trust Company, together with the Base IndentureN.A., the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (EM Holdings LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Quebecor Media Inc. 6▇▇ ▇▇-▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Director, Legal Affairs U.S. Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 National Association Attention: International Corporate Trust Services Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ [ ] Re: 5.505 3/4% Senior Notes due 2025 January 15, 2023 Reference is hereby made to the Indenture, dated as of October 1011, 2017 2012 (the “Base Indenture”), between Seaspan CorporationQuebecor Media Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the TrusteeU.S. Bank National Association, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the ¨ Check if Exchange of the Owner’s is from beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.a

Appears in 1 contract

Sources: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: , 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), ; or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), ; or (b) ¨ a Restricted Definitive Note.; or 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), ; or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), ; or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇Windstream Regatta Holdings, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 ▇▇▇▇ ▇▇▇▇▇ Attention: International General Counsel ▇▇▇▇▇ Fargo Bank, N.A. Corporate Trust Facsimile No.: Services MAC ▇▇▇▇▇-▇▇-▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Regatta Account Manager Re: 5.5011.00% Senior Subordinated Notes due 2025 2017 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10, 2017 November 30,2007 (the “Base Indenture”), between Seaspan Corporationamong Windstream Regatta Holdings, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc. (the “Company”), the guarantors named therein and the Trustee▇▇▇▇▇ Fargo Bank, N.A., as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE NOTE (Aa) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.A

Appears in 1 contract

Sources: Indenture (Local Insight Yellow Pages, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Physical Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Physical Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________, 20__ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) Rule 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Temporary S Global Note (CUSIP _________), or (iii) Permanent Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iv) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Physical Note. 2. After the Transfer the Transferee will hold:, in accordance with the terms of the Indenture: [CHECK ONE] (a) a beneficial interest in the: (i) Rule 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Temporary Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ Unrestricted Permanent Regulation S Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”CUSIP _________), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.or

Appears in 1 contract

Sources: Indenture (Ambac Financial Group Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Unit Re: 5.504.625% Senior Secured First Lien Notes due 2025 Due 2024 Reference is hereby made to the Indenture, dated as of October 10November 6, 2017 (the “Base Indenture”)2001, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Healthcare Corporation, as issuer (the “Company”), and the TrusteeThe Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Second Thirty-First Supplemental Indenture, dated February 14as of August 26, 20182019, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureas so supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [ ], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated:: ____________________ 1. The Transferor owns and proposes to transfer the following: (a) c a beneficial interest in the: (i) c 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) c Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (b) c a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) c a beneficial interest in the: (i) c 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) c Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (iii) c Unrestricted Global Note ([ ]CUSIP __________); or (b) c a Restricted Definitive Note; or (c) c an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ Macau, Limited Rua Cidade de Sintra NAPE Macau Attention: ▇▇. ▇▇▇▇▇ ▇. Schall Deutsche Bank Trust Company Americas c/o DB Services Americas, ▇▇▇ ▇Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇Jacksonville, FL 32256 Attn: Transfer Department, ▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Macau – AT3335 Re: 5.505.500% Senior Notes due 2025 2027 Reference is hereby made to the Indenture, dated as of October 10September 20, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Macau, Limited, as issuer (the “CompanyIssuer”), and the TrusteeDeutsche Bank Trust Company Americas, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) £ a beneficial interest in the: (i) £ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) £ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) £ IAI Global Note (CUSIP _________); or (b) £ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) £ a beneficial interest in the: (i) £ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) £ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) £ IAI Global Note (CUSIP _________); or (iv) £ Unrestricted Global Note ([ ]CUSIP _________); or (b) £ a Restricted Definitive Note; or (c) £ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation FirstCash, Inc. ▇▇▇▇ ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ BOKF, NA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.504.625% Senior Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10August 26, 2017 2020 (the “Base Indenture”), between Seaspan Corporationamong FirstCash, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andBOKF, together with the Base IndentureNA, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Firstcash, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the B-3 terms of the Indenture, the transferred beneficial interest or Definitive Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ___________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ____________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) Unrestricted Global Note ([ ]CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ .▇▇▇▇, .▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ @▇▇▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ ReAttention: 5.50% Senior Notes due 2025 Corporate Trust Division Reference is hereby made to the Indenture, dated as of October 10June 6, 2017 2024 (as amended, modified and/or supplemented from time to time, the “Base Indenture”), between Seaspan Corporationamong Sensata Technologies, Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware corporation, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon, together with the Base Indenturea New York banking corporation, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest interests in such Note[s] specified hereinin Annex A hereto, in the principal amount of $ _________ in such Note[s] or interests (the “Exchange”), as further specified in Annex A hereto. In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 1 Include if an Opinion of Counsel is requested by the Company in connection with the transfer. Pursuant to the Indenture, the Company may request, in its sole discretion, an Opinion of Counsel for transfers pursuant to item 3(d). [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Pilgrim’s Pride Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 4 East Attention: International Global Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.507.875% Senior Notes due 2025 Due 2018 Reference is hereby made to the Indenture, dated as of October 10December 14, 2017 2010 (the “Base Indenture”), between Seaspan among Pilgrim’s Pride Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon, together with the Base Indentureas trustee, the “Indenture”)registrar and paying agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Pilgrims Pride Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and any applicable foreign securities laws and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyOperating Partnership. [Insert Name of Transferor] By: Name: Title: Dated:: _________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 74759B AF0), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 74759B AF0), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _____); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation QualityTech, LP 1▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Overland Park, Kansas 66213 DB Services Americas, Inc. 5▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Attention: Transfer Dept. Email: d▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ With copy: Deutsche Bank Trust Company Americas 6▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇: N▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇AttentionAttn: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 AttentionCorporates Team Deal Manager – QTS Deal ID SF2356 Fax: International Corporate Trust Facsimile No.: ▇7▇▇-▇▇▇-▇▇▇▇ Re: 5.503.875% Senior Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 107, 2017 2020 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among QualityTech, LP (the “Operating Partnership”), QTS Finance Corporation (the “Co-Issuer” and together with the Operating Partnership, the “Issuers”), QTS Realty Trust, Inc. (the “REIT”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $_____ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (QualityTech, LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 70510L AA7), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U7050M AA0), or (iii) ☐ IAI Global Note (CUSIP 70510L AB5), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer Transfer, the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 70510L AA7), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U7050M AA0), or (iii) ☐ IAI Global Note (CUSIP 70510L AB5), or (iv) ☐ Unrestricted Global Note ([ ]CUSIP __________); ,or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Pebblebrook Hotel Trust ▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇UMB Bank, National Association ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New YorkSuite 870 Houston, NY 10286 AttentionTexas 77056 Telephone: International Corporate Trust Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Department Re: 5.506.375% Senior Notes due 2025 2029 Reference is hereby made to the Indenture, dated as of October 103, 2017 2024 (the “Base Indenture”), between Seaspan Corporationamong Pebblebrook Hotel, L.P., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware limited partnership (the “CompanyOperating Partnership”), and the TrusteePEB Finance Corp., as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee a Delaware corporation (the Second Supplemental IndentureFinance Corp.” and, together with the Base IndentureOperating Partnership, the “IndentureIssuers”), Pebblebrook Hotel Trust, the Subsidiary Guarantors party thereto and UMB Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ __________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Pebblebrook Hotel Trust)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ([CUSIP: [•]] [ISIN: [•]]▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or▇▇ (ii▇▇) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U1566P AA3), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 156700 AY2), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U1566P AA3), or (iii) Unrestricted Global Note ([ ]CUSIP 156700 A29); , or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇CenturyLink, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇ ▇▇▇▇▇ Regions Bank ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: —▇▇▇ ▇▇▇-▇▇ ▇▇▇-▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 5.505.625% Senior Notes Notes, Series X, due 2025 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of October 10March 31, 2017 (the “Base Indenture”)1994, between Seaspan CorporationCenturyLink, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”)) and Regions Bank, and the Trusteeas successor trustee, as supplemented by the Second Tenth Supplemental Indenture, dated February 14as of March 19, 20182015, among between the Company, the Guarantors party thereto Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureas so supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [ ], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Centurylink, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or the Restricted Definitive Notes Notes, as the case may be, and contained in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer (and, prior to the Escrow Release Date, the Escrow Issuer). [Insert Name of Transferor] By: Name: Title: Dated:: ___________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (iii) ☐ IAI Global Note (CUSIP ________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (iii) IAI Global Note (CUSIP ________), or (iv) Unrestricted Global Note ([ ]CUSIP ________); , or (b) ☐ a Restricted Definitive Note; , or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation StoneX Group Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ The Bank of New York Mellon, as Trustee ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Administration – StoneX 6.875% Senior Secured Notes due 2032 Re: 5.50StoneX Escrow Issuer LLC—6.875% Senior Secured Notes due 2025 2032 Reference is hereby made to the Indenture, dated as of October 10July 8, 2017 2025 (the “Base Indenture”)as amended, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureor otherwise modified from time to time, the “Indenture”), by and among StoneX Escrow Issuer LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of StoneX Group Inc. (the “Escrow Issuer”), the Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given ascribed to them such terms in the Indenture. _____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (StoneX Group Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated:: _____________________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP/ISIN: ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇Fortress Transportation and Infrastructure Investors LLC 4▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor New York, New York 10014 Attention: B▇▇▇▇ ▇▇▇▇, Secretary U.S. Bank Trust Company, National Association as Trustee, Registrar and Transfer Agent 6Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. P▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile Minnesota 55107 Telephone No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.507.000% Senior Notes due 2025 2032 Reference is hereby made to the Indenture, dated as of October 10June 17, 2017 2024 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized Fortress Transportation and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the CompanyInfrastructure Investors LLC, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: (1. ) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE NOTE (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. States of America. (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United StatesStates of America. (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America.

Appears in 1 contract

Sources: Indenture (FTAI Aviation Ltd.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (iii) ¨ IAI Global Note (CUSIP______); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (iii) ¨ IAI Global Note (CUSIP_____); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ______); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇NRG Energy, ▇▇▇ ▇▇Inc. 804 Carnegie Place Princeton, NJ 08540 Attention: General Counsel Deutsche Bank Trust Company Americas Transfer Unit – Operations c/o DB Services Americas, Inc. 5▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇Jacksonville, FL 32256 Attn: Transfer Department Copy Deutsche Bank Trust Company Americas Trust and Agency Services 6▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor 7E Mail Stop: NYC60-2405 New York, NY 10286 AttentionNew York 10005 USA Attn: International Corporate Trust Facsimile No.Corporates Team, Deal ID SF3657 Facsimile: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.503.875% Senior Notes due 2025 2032 Reference is hereby made to the Second Supplemental Indenture, dated as of October 10August 23, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong NRG Energy, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andDeutsche Bank Trust Company Americas, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ _______________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Second Supplemental Indenture (NRG Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the:. (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) Unrestricted Global Note ([ ]CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇Spirit Realty, ▇▇▇ ▇L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New YorkSuite 300 Dallas, NY 10286 Texas 75201 Attention: International Corporate Trust Facsimile No.: Investor Relations U.S. Bank National Association ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Re: 5.504.450% Senior Notes due 2025 Due 2026 Reference is hereby made to the Indenture, dated as of October 10August 18, 2017 (the “Base Indenture”)2016, between Seaspan CorporationSpirit Realty, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands L.P., as issuer (the “Company”)) and U.S. Bank National Association, and the Trusteeas trustee, as supplemented by the Second First Supplemental Indenture, dated February 14as of August 18, 20182016, among the Company, the Guarantors Guarantor party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureas so supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: First Supplemental Indenture (Spirit Realty Capital, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇Apogent Technologies Inc. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer . The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E 8 West New York, NY New York 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% 6½% Senior Subordinated Notes due 2025 2013 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10June 2, 2017 2003 (the “Base Indenture”), between Seaspan Corporationamong Apogent Technologies Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), the Guarantors named on the signature pages thereto and the TrusteeThe Bank of New York, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Neomarkers Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyPartnership. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇EXHIBIT C Hi-Crush Partners LP ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇U.S. Bank National Association ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Trust Re: 5.509.500% Senior Notes due 2025 2026 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10August 1, 2017 2018 (the “Base Indenture”), between Seaspan Corporationamong Hi-Crush Partners LP, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware limited partnership, as issuer (the “CompanyPartnership”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Hi-Crush Partners LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Audatex North America, Inc. c/o Solera Holdings Inc. ▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.506.75% Senior Notes due 2025 2018 Reference is hereby made to the Indenture, dated as of October 10June 14, 2017 2011 (the “Base Indenture”), between Seaspan Corporationamong Audatex North America, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Solera Holdings, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:______________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 92922P AM8), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U85254 AG2), or (biii) ☐ a Restricted Definitive Note.¨ IAI Global Note (CUSIP ); or 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 92922P AM8), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U85254 AG2), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation W&T Offshore, Inc. 571▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Wilmington Trust, National Association Global Capital Markets 50 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇▇ Re: 5.5011.750% Senior Second Lien Notes due 2025 2026 Reference is hereby made to the Indenture, dated as of October 10January 27, 2017 2023 (the “Base Indenture”), between Seaspan Corporationamong W&T Offshore, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (W&t Offshore Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Temporary Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Regulation S Permanent Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation EXHIBIT C ▇▇▇▇▇ Petroleum Company, LLC ▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ – ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention▇▇ ▇▇▇▇▇-▇▇▇▇ Phone: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.507.000% Senior Notes due 2025 2026 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of October 10February 8, 2017 2018 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇among ▇▇▇▇▇ Islands Petroleum Company, LLC, a Delaware limited liability company (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Berry Petroleum Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Diamondback Energy, Inc. ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer ▇▇▇▇▇ Fargo Bank, National Association, [as Trustee and Registrar – DAPS Reorg] MAC N9303-121 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇, ▇ Telephone No.: (▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.507.625% Senior Notes due 2025 2021 Reference is hereby made to the Indenture, dated as of October 10September 18, 2017 2013 (as amended, the “Base Indenture”), between Seaspan Corporationamong Diamondback Energy, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Diamondback Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, Texas Competitive Electric Holdings Company LLC Energy Plaza 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ TCEH Finance, Inc. Energy Plaza 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 6▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: TCEH Trustee Re: 5.50[15% Senior Secured Second Lien Notes due 2025 2021] [15% Senior Secured Second Lien Notes due 2021, Series B] Reference is hereby made to the Indenture, dated as of October 106, 2017 (2010, among Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), Guarantors named therein and the Trustee, as supplemented by the Second First Supplemental IndentureIndenture dated as of October 20, dated February 14, 20182010, among the CompanyIssuer, the Guarantors party thereto named therein and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenturecollectively, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: First Supplemental Indenture (Energy Future Competitive Holdings CO)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name name of Transferor] Dated By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the:. (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP ); , or (b) ¨ a Restricted Definitive Note; , or (c) ¨ an Unrestricted Definitive Note, Note in accordance with the terms of the Indenture. Seaspan Corporation Gannett Co., Inc. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇Drive ▇▇▇▇▇, Virginia 22107 Attention: Secretary U.S. Bank Corporate Trust Services Group Attn: Transfers ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55107 ] U.S. Bank Corporate Trust Services Group Attn: Specialized Finance ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ St ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇MN 55164-▇▇▇-▇▇▇▇ 0111] Re: 5.50_____% Senior Notes due 2025 Due ____ (the “Notes”) Reference is hereby made to the Indenture, dated as of October 10March 1, 2017 1983 between Gannett Co., Inc. (the “Company”) and Citibank, N.A. (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized as amended and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second a First Supplemental Indenture, dated February 14as of November 5, 20181986 (the “First Supplemental Indenture”), among the Company, the Guarantors party thereto Citibank and the Trustee Sovran Bank, N.A. (now known as Bank of America, N.A.), a Second Supplemental Indenture dated as of July 1, 1995 (the “Second Supplemental Indenture”), among the Company, NationsBank, N.A. (now known as Bank of America, N.A.) and Crestar Bank (now known as SunTrust Bank), a Third Supplemental Indenture, dated as of March 14, 2002 (the “Third Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank Minnesota, National Association (now known as ▇▇▇▇▇ Fargo Bank, National Association), a Fourth Supplemental Indenture, dated as of June 16, 2005 (the “Fourth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Fifth Supplemental Indenture, dated as of May 26, 2006 (the “Fifth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Sixth Supplemental Indenture, dated as of June 29, 2007 (the “Sixth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Seventh Supplemental Indenture, dated as of May 7, 2009 (the “Seventh Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, an Eighth Supplemental Indenture, dated as of October 2, 2009 (the “Eighth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Ninth Supplemental Indenture, dated as of September 27, 2010 (the “Ninth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Tenth Supplemental Indenture, dated as of July 29, 2013 (the “Tenth Supplemental Indenture”), between the Company and U.S. Bank National Association (the “Trustee”) and an Eleventh Supplemental Indenture, dated as of October 3, 2013 (the “Eleventh Supplemental Indenture”), between the Company and the Trustee (the term “Indentureand, together with as used hereinafter refers to the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Gannett Co Inc /De/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇CST BRANDS, ▇▇▇ ▇▇▇▇▇ ▇INC. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ [Registrar address block] Re: 5.505.0% Senior Notes due 2025 2023 (CUSIP [—]) Reference is hereby made to the Indenture, dated as of October 10May 1, 2017 2013 (the “Base Indenture”), between Seaspan Corporationamong CST Brands, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (CST Brands, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]C▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U90921 AG9), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands or (the “Company”ii) ¨ Regulation S Global Note (CUSIP U90921 AG9), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee or (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”iii) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an ¨ Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”CUSIP [ ]), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.; or

Appears in 1 contract

Sources: Indenture (Unisys Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇▇ Energy Partners, L.P. Holly Energy Finance Corp. ▇▇▇▇ ▇, ▇▇▇ . ▇▇▇▇▇▇▇▇ ▇▇, Suite 1300 Dallas, Texas 75201 U.S. Bank National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New YorkSuite 1150 Houston, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ TX 77056 Re: 5.506.50% Senior Notes due 2025 2020 (CUSIP 435765 AE21) Reference is hereby made to the Indenture, dated as of October 10March 12, 2017 2012 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇among ▇▇▇▇▇ Islands Energy Partners, L.P., a Delaware limited partnership (the Company▇▇▇▇▇ Energy Partners”), and ▇▇▇▇▇ Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with ▇▇▇▇▇ Energy Partners, the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company“Issuers”), the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Holly Energy Partners Lp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]XS2332250880][Common Code: 233225088]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]XS2332250708][Common Code: 233225070]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]XS2332250880][Common Code: 233225088]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]XS2332250708][Common Code: 233225070]), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇Organon & Co. / Organon Finance 1 LLC ▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 33rd Floor 7E Jersey City, New York, NY 10286 Jersey 07302 Attention: International Treasurer U.S. Bank Corporate Trust Facsimile No.: Services ▇▇▇ ▇▇▇-▇▇▇-▇ ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇: Transfers ▇▇. ▇▇▇▇, MN 55107 Elavon Financial Services DAC, UK Branch., as Registrar ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Re: 5.502.875% Senior Secured Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10April 22, 2017 2021 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Organon Finance 1 LLC, with obligations to be assumed by Organon & Co., as Issuer, Organon Foreign Debt Co-Issuer B.V., as Co-Issuer, the Trustee, the Collateral Agent, the Paying Agent, the Transfer Agent and the Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE NOTE (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, in each case, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated . [Insert Name of Transferor] By: Name: Title: Dated: First Supplemental Indenture (this “Supplemental Indenture”), dated as of , among Organon & Co., a Delaware corporation (the “Company”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

Appears in 1 contract

Sources: Indenture (Organon & Co.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: : [CHECK ONE] (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or or (b) ☐ a Restricted Definitive Note; or or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇FORM OF CERTIFICATE OF EXCHANGE TerraForm Power Operating, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, NY 10286 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: International Corporate Trust Facsimile No.Investor Relations U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN Attention: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.504.75% Senior Notes due 2025 2030 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of October 1016, 2017 2019 (the “Base Indenture”), between Seaspan Corporationamong TerraForm Power Operating, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands LLC, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $_______ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (TerraForm Power, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: , 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe : (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ), or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan SBA Communications Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇Boca Raton, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ FL 33486 [Registrar address block]* Re: 5.50% Senior Notes due 2025 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10December 14, 2017 2004 (the “Base Indenture”), between Seaspan SBA Communications Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the TrusteeU.S. Bank National Association, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Sba Communications Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: ------------------------------------- Name: Title: Dated: 1. : -------------, -------- ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) ☐ : [ ] 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ or [ ] Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), ; or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ : [CHECK ONE] [ ] 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (ii) ☐ or [ ] Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ________), or (iii) ☐ or [ ] Unrestricted Global Note ([ ]CUSIP ________); or (b) ☐ or [ ] a Restricted Definitive Note; or (c) ☐ or [ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Interface, Inc. 2859 Paces Ferry Road Suite 2000 Atlanta, GA 30339 First Union Nation▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇t N.E. Atlanta, Georgia 3030▇ ▇▇▇▇, : ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: t ▇▇▇-▇▇▇-▇▇▇▇ Re▇▇: 5.50▇▇.▇▇▇% Senior ▇▇▇▇▇r Notes due 2025 2010 Reference is hereby made to the Indenture, dated as of October 10January 17, 2017 2002 (the “Base "Indenture"), between Seaspan CorporationInterface, a corporation duly organized and existing under Inc., as issuer (the laws "Company"), certain Subsidiaries of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”)Company as Guarantors, and the TrusteeFirst Union National Bank, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ____________ (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: (1. ) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE [ ] (Aa) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s 's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s 's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Interface Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: ___________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Clearway Energy Operating LLC c/o Clearway Energy, Inc. 3▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ Attention: General Counsel Delaware Trust Company 2▇▇ ▇▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Department Re: 5.503.750% Senior Notes due 2025 2031 Reference is hereby made to the Indenture, dated as of October 10March 9, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong Clearway Energy Operating LLC, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andDelaware Trust Company, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Clearway Energy LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Energy Future Intermediate Holding Company LLC Energy Plaza ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ EFIH Finance Inc. Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – 16th Floor Houston, Floor 7E New York, NY 10286 Attention: International Corporate Trust TX 77002 Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: EFIH Senior Secured Notes Trustee Re: 5.506.875% Senior Secured Notes due 2025 2017 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February August 14, 2018, among the Company, the Guarantors party thereto and the Trustee 2012 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Energy Future Intermediate Holding CO LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ___________________________________ [Insert Name of Transferor] By: :___________________________________ Name: Title: Dated:: _______________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 45768YAAO), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (iii) IAI Global Note (CUSIP 45768YAB6); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 45768YAAO), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ▇▇▇▇▇▇▇▇▇), or (iii) IAI Global Note (CUSIP 45768YAB6); or (iv) Unrestricted Global Note ([ ]CUSIP ▇▇▇▇▇▇▇▇▇); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇FORM OF CERTIFICATE OF EXCHANGE Insight Midwest, L.P. Insight Capital, Inc. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E ▇ Trust Company of New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ York Re: 5.509 3/4% Senior Notes due 2025 2009 (CUSIP ____________) Reference is hereby made to the Indenture, dated as of October 101, 2017 1999 (the “Base "Indenture"), between Seaspan Corporationamong Insight Midwest, L.P., a Delaware limited partnership, (the "Company"), Insight Capital, Inc., a Delaware corporation duly organized (together with the Company, the "Issuers"), and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the TrusteeTrust Company of New York, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Insight Communications Co Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Date: [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: : o (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]__________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]___________), or ; or o (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: : o (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]__________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]__________), ; or (iii) Unrestricted Global Note ([ ]CUSIP__________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: First Supplemental Indenture (Legg Mason, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP __________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP __________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP __________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation NRG Energy, Inc. 8▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 5▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Transfer Department Copy Deutsche Bank Trust Company Americas Trust and Agency Services 6▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Mail Stop: N▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Attn: Corporates Team, NRG Energy, SF3842 Facsimile: (▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.501.841% Senior Secured First Lien Notes due 2025 2023 (CUSIP [ ]) Reference is hereby made to the Supplemental Indenture, dated as of October 10December 2, 2017 2020 (the “Base Indenture”), between Seaspan Corporationamong NRG Energy, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andDeutsche Bank Trust Company Americas, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $_____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (NRG Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation FORM OF CERTIFICATE OF EXCHANGE CURO Financial Technologies Corp. ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Chief Legal Officer TMI Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Company, as Trustee and Registrar [•] Reference is hereby made to the Indenture, dated as of October 10February 15, 2017 (the “Base Indenture”), between Seaspan Corporationamong CURO Financial Technologies Corp., a Delaware corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), the Guarantors and the TrusteeTMI Trust Company , as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto Trustee and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTECheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Check if Exchange of the Owner’s is from beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.a

Appears in 1 contract

Sources: Indenture (CURO Group Holdings Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇Nathan’s Famous, Inc. One Jericho Plaza, Second Floor - Wing A Jericho, New York 11753 U.S. Bank National Association as Trustee and Registrar ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: EP-MN-WS3C Saint ▇▇▇▇, MN 55107-▇▇▇-▇▇▇▇ 2292 Re: 5.506.625% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10November 1, 2017 (the “Base Indenture”), between Seaspan Corporationamong Nathan’s Famous, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto thereto, U.S. Bank National Association, as trustee and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Nathans Famous Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Audatex North America, Inc. c/o Solera Holdings, Inc. ▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ U.S. Bank National Association ▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇ ▇▇▇ ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 5.506.125% Senior Notes due 2025 2023 Reference is hereby made to the Indenture, dated as of October 10November 5, 2017 2013 (the “Base Indenture”), between Seaspan Corporationamong Audatex North America, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Solera Holdings, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities 1933 Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 144A Legend are not required in order to maintain compliance with the Securities 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 144A Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. In any case under this Item 4 in which a Definitive Note is to be issued in respect of a beneficial interest in a Canadian Placement Global Note, the Transferor certifies that either it is not a U.S. person or that it acquired the Notes in a transaction that did not require registration under the 1933 Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 9▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 9▇▇▇▇▇▇▇▇), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE OF (a), (b) OR (c)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 9▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 9▇▇▇▇▇▇▇▇), or (iii) ¨ Unrestricted Global Note ([ ])Note; or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇Videotron Ltd. 6▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ . ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Montréal, Floor 7E New York, NY 10286 Québec H3C 4M8 Canada Attention: International Vice President, Legal Affairs Computershare Trust Company of Canada Attention: Manager, Corporate Trust Services Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.505 5/8% Senior Notes due June 15, 2025 Reference is hereby h▇▇▇▇▇ made to the Indenture, dated as of October 10June 17, 2017 2013 (the “Base Indenture”), between Seaspan Corporationamong Videotron Ltd., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andComputershare Trust Company of Canada, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: ___________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note ([CUSIP: [•]] [367398 AA2; ISIN: [•]]US367398AA27), or (ii) [ ] Regulation S Global Note ([CUSIP: [•]] [U3702M AA1; ISIN: [•]]USU3702MAA19), or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note ([CUSIP: [•]] [367398 AA2; ISIN: [•]]US367398AA27), or (ii) [ ] Regulation S Global Note ([CUSIP: [•]] [CUSIP: U3702M AA1; ISIN: [•]]USU3702MAA19), or (iii) [ ] Unrestricted Global Note ([ CUSIP: [___]; ISIN: [___]); , or (b) [ ] a Restricted Definitive Note; or (c) ☐ an [ ] a Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation EXHIBIT C [FORM OF CERTIFICATE OF EXCHANGE] [ ] ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ U.S. Bank Trust Company, National Association Global Corporate Trust, CityPlace I ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, NY 10286 Attention: International Corporate Trust Facsimile No.▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Electronic Mail: ▇▇▇-▇▇▇-.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10June 4, 2017 2024 (the “Base Indenture”)as amended, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureor otherwise modified from time to time, the “Indenture”), among Gates Corporation, a Delaware corporation (the “Issuer”), the Guarantors named therein and U.S. Bank Trust Company, National Association, a national banking association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or an interest in such Note[s] specified herein], in the principal amount of $ $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Gates Industrial Corp PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) IAI Global Note (CUSIP ), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) IAI Global Note (CUSIP ), or (iv) Unrestricted Global Note ([ ]CUSIP ); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation American Airlines Group Inc. 43▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Boulevard Mail Drop 5662 Fo▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Wilmington Trust, National Association 24▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.504.625% Senior Notes due 2025 2020 Reference is hereby made to the Indenture, dated as of October 10March 5, 2017 2015 (the “Base Indenture”), between Seaspan Corporationamong American Airlines Group Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (American Airlines Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (iii) ☐ IAI Global Note (CUSIP ______); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ______), or (iii) ☐ IAI Global Note (CUSIP ______); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP ______); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇▇▇▇ Industries, ▇▇▇ ▇▇Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association as Trustee and Registrar ▇▇▇ ▇. ▇▇▇▇▇▇▇ Chicago, IL 60603 Re: 5.506.375% Senior Notes due 2025 2032 Reference is hereby made to the Indenture, dated as of October 1022, 2017 2024 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇among ▇▇▇▇▇▇▇ Islands Industries, Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors from time to time party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank Trust Company, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Patrick Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Calpine Corporation ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Wilmington Trust, National Association ▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.506.000% Senior Secured Notes due 2025 2022 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 1031, 2017 2013 (as amended or supplemented from time to time, the “Base Indenture”), between Seaspan among Calpine Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Icahn Enterprises L.P. Icahn Enterprises Finance Corp. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: J▇▇▇▇ ▇▇▇▇, General Counsel Wilmington Trust, National Association 5▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: Icahn Enterprises Administrator Re: 5.50[6.250% Senior Notes due 2025 2022]][6.750% Senior Notes due 2024] Reference is hereby made to the Indenture, dated as of October 10January 18, 2017 (the “Base Indenture”), between Seaspan Corporationamong Icahn Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (“Icahn Enterprises Finance”, together with Icahn Enterprises, the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors guarantor party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Icahn Enterprises Holdings L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Transferor] By: _______________________________________ Name: Title: Dated:: ______________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]CUSIP [ ]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]CUSIP [ ]), or (iii) ☐ IAI Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]CUSIP [ ]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]CUSIP [ ]), or (iii) ☐ IAI Global Note (CUSIP [ ]); or (iv) ☐ Unrestricted Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ FORM OF CERTIFICATE OF EXCHANGE CSI Compressco LP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇U.S. Bank National Association ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Suite 800 Dallas, Texas 75240 Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Global Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Services Re: 5.5010.000%/10.750% Senior Secured Second Lien Notes due 2025 2026 (CUSIP _________________) Reference is hereby made to the Indenture, dated as of October 10June 12, 2017 2020 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTECheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Check if Exchange of the Owner’s is from beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.a

Appears in 1 contract

Sources: Indenture (CSI Compressco LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Unit Re: 5.507.500% Senior Secured First Lien Notes due Due 2025 Reference is hereby made to the Indenture, dated as of October 10November 6, 2017 (the “Base Indenture”)2001, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Healthcare Corporation, as issuer (the “Company”), and the TrusteeThe Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Second Thirty-Fourth Supplemental Indenture, dated February 14as of April 7, 20182020, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureas so supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [ ], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. EXHIBIT B This certificate and the statements contained herein are made for your benefit and the benefit of the Company. -------------------------------------- [Insert Name of Transferor] By: -------------------------------------- Name: Title: Dated:: ------------------------- EXHIBIT B ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), oror ----------- (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), oror ------- (iii) IAI Global Note (CUSIP ); or ------------ (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), oror ----------- (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), oror ------ (iii) IAI Global Note (CUSIP ); or ------------ (iv) Unrestricted Global Note ([ ]CUSIP ); oror ------- (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Allied Waste North America, Inc. 15880 North Greenway - Hayden Loop, Suite 100 Scottsdale, Arizona 852▇▇ ▇, .▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇-▇▇▇-▇▇▇▇ 180 East 5th Street St. Paul, MN 55101 Re: 5.508 7/8% Senior Notes due 2025 S▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CUSIP _________) Reference is hereby made to the Indenture, dated as of October 10December 23, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee1998, as supplemented amended by the Second that Sixth Supplemental Indenture, dated February 14as of January 30, 2018, among the Company2001 (collectively, the Guarantors party thereto and the Trustee "Indenture"), between Allied Waste North America, Inc., as issuer (the “Second Supplemental Indenture” and"Company"), together with the Base Indentureand U.S. Bank Trust National Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________ (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $___________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Sixth Supplemental Indenture (Allied Waste Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. To the extent Canadian securities laws, rules or regulations are applicable, such Transfer is being made in accordance with, or pursuant to exemptions from, them. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted ¨ IAI Global Note ([ ]CUSIP ); or (biv) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an ¨ Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”CUSIP ), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.; or

Appears in 1 contract

Sources: Indenture (Dollarama CORP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 92922P AA4), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U85254 AA5), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP 92922P AA4), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP U85254 AA5), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation EXHIBIT C W&T Offshore, Inc. Nine ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50$450,000,000 8.25% Senior Notes due 2025 2014 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10June 13, 2017 2007 (the “Base Indenture”), between Seaspan Corporationamong W&T Offshore, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (W&t Offshore Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ The Chemours Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel U.S. Bank National Association Corporate Trust Services Registered Transfers West Side Flats South-2nd N Mail Code: EP-MN-WS2N ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Saint ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Minnesota 55107 Re: 5.50% The Chemours Company Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.Notes

Appears in 1 contract

Sources: Supplemental Indenture (Chemours Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Unit Re: 5.504.625% Senior Secured First Lien Notes due 2025 Due 2028 Reference is hereby made to the Indenture, dated as of October 10November 6, 2017 (the “Base Indenture”)2001, between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Healthcare Corporation, as issuer (the “Company”), and the TrusteeThe Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Second Thirty-Fifth Supplemental Indenture, dated February 14as of June 16, 20182020, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indentureas so supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [ ], (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $[ ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Tercentenary Holdings, Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇General Motors Financial Company, ▇▇▇ ▇▇▇▇▇ ▇Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇ ▇. ▇▇▇-▇▇▇-. ▇▇▇▇ ▇▇▇▇▇, Suite 1750 MAC T9263-170 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Corporate Trust, Municipal and Escrow Services Re: 5.50[2.75% Senior Notes due 2025 2016]13 [3.25% Senior Notes due 2018]14 [4.25% Senior Notes due 2023]15 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10May 14, 2017 2013 (the “Base Indenture”), between Seaspan Corporationamong General Motors Financial Company, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), the Guarantor named on the signature pages thereto and the Trustee▇▇▇▇▇ Fargo Bank, National Association, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (General Motors Financial Company, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Abitibi-Consolidated Inc. ▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Attention: Investor Relations. ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Fargo Bank, National Association Corporate Trust Services ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇ ▇▇▇ ▇▇▇-▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: 5.5015.5% Senior Notes due 2025 2010 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10April 1, 2017 2008 (the “Base Indenture”), between Seaspan Corporationamong Abitibi-Consolidated Company of Canada, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (AbitibiBowater Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ________________________________________ [Insert Name of Transferor] By: ________________________________________ Name: Title: Dated:: ______________________ 1. The Transferor owns and proposes to transfer the following: (a) £ a beneficial interest in the: (i) £ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) £ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) £ IAI Global Note (CUSIP _________); or (b) £ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) £ a beneficial interest in the: (i) £ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) £ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ Unrestricted £ IAI Global Note ([ ]CUSIP _________); or (biv) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an £ Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”CUSIP _________), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.; or

Appears in 1 contract

Sources: Indenture (Centene Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) Unrestricted Global Note ([ ]CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Sensata Technologies B.V. c/o Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ ReAttention: 5.50% Senior Notes due 2025 Corporate Trust Division Reference is hereby made to the Indenture, dated as of October 10March 29, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong Sensata Technologies B.V., a corporation duly organized and existing private company with limited liability incorporated under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Dutch law, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon, together with the Base Indenturea New York banking corporation, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest interests in such Note[s] specified herein, in the principal amount of $ $____________ (CUSIP ____________; ISIN ____________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (iii) Unrestricted Global Note ([ ]CUSIP ); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation VAIL RESORTS, INC. .▇. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Secretary THE BANK OF NEW YORK ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E 8 West New York, NY New York 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Department Reference is hereby made to the Indenture, dated as of October 10January 29, 2017 2004 (the “Base "Indenture"), between Seaspan Corporationamong VAIL RESORTS, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands INC., as issuer (the "Company"), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party named on the signature pages thereto and the Trustee (the “Second Supplemental Indenture” andTHE BANK OF NEW YORK, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________ (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Vail Resorts Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of Transferor] By: Name: Title: Dated:: __________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note ([CUSIP: [•]] [36740L AA0; ISIN: [•]]US36740LAA08), or (ii) [ ] Regulation S Global Note ([CUSIP: [•]] [U3701L AA4; ISIN: [•]]USU3701LAA45), or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note ([CUSIP: [•]] [36740L AA0; ISIN: [•][ ]), or (ii) [ ] Regulation S Global Note ([CUSIP: [•]] [U3701L AA4; ISIN: [•]]USU3701LAA45), or (iii) [ ] Unrestricted Global Note (CUSIP:; ISIN: [ ]); ;), or (b) [ ] a Restricted Definitive Note; or (c) ☐ an [ ] a Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇[ ] ▇▇▇▇▇▇▇ ▇▇▇▇ . ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇CCTS Vice President U.S. Bank National Association ▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, NY 10286 Attention: International Corporate Trust Facsimile No.▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ ReElectronic Mail: 5.50% Senior Notes due 2025 ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Reference is hereby made to the Indenture, dated as of October 10November 22, 2017 2019 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between Seaspan Corporationamong Gates Global LLC, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware limited liability company (the “CompanyIssuer”), and the TrusteeGates Corporation, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee a Delaware corporation (the “Second Supplemental IndentureCo-Issuer” and, together with the Base IndentureIssuer, the “IndentureIssuers”), the Subsidiary Guarantors named therein and U.S. Bank National Association, a national banking association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or an interest in such Note[s] specified herein], in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Gates Industrial Corp PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _____________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [CUSIP__________/ ISIN: [•]]_________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [CUSIP_________/ ISIN: [•]]__________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [CUSIP__________/ ISIN: [•]]___________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [CUSIP_________/ ISIN: [•]]_________), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP__________/ ISIN__________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Constellation Oil Services Holding S.A. ▇-▇▇, ▇▇▇▇▇▇ ▇, ▇ ▇▇ ▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America Attn: Constellation Oil Services Holding Administrator Re: 10.00% PIK / Cash Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of [●], 2019 (the “Indenture”), between Constellation Oil Services Holding S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg having its registered office at ▇-▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇and registered with the Luxembourg Trade and Companies’ Register under number B163424, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made the subsidiary guarantors from time to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”)time party thereto, and the TrusteeWilmington Trust, National Association, as supplemented by the Second Supplemental Indenturetrustee, dated February 14paying agent, 2018, among the Company, the Guarantors party thereto transfer agent and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Arazi S.a r.l.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Regulation S Global Notes or Notes, the Rule 144A Global Notes, the Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated:: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: : [ ] (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (ii) Regulation S Global Note ([CUSIP: [•]CUSIP _____). [ ] [ISIN: [•]]), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: : [ ] (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (iii) Unrestricted Global Note ([ ]CUSIP _____); or or [ ] (b) a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Tyco International LTD /Ber/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Regulation S Global Notes or Notes, the Rule 144A Global Notes, the Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated:: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: : [ ] (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (ii) Regulation S Global Note ([CUSIP: [•]CUSIP _____). [ ] [ISIN: [•]]), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: /CHECK ONE/ (a) a beneficial interest in the: : [ ] (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or or [ ] (iii) Unrestricted Global Note ([ ]CUSIP _____); or or [ ] (b) a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Tyco International LTD /Ber/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Unit Re: 5.506.250% Senior Secured Second Lien Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.Due 2027

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: ___________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ ▇▇tention: General Counsel Delaware Trust Company 251 ▇▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attentiontention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Department Re: 5.503.750% Senior Notes due 2025 2031 Reference is hereby made to the Indenture, dated as of October 10March 9, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong Clearway Energy Operating LLC, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andDelaware Trust Company, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Clearway Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Texas Competitive Electric Holdings Company LLC Energy Plaza ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ TCEH Finance, Inc. Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: TCEH Trustee Re: 5.5015% Senior Secured Second Lien Notes due 2025 2021 Reference is hereby made to the Indenture, dated as of October 106, 2017 2010 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Texas Competitive Electric Holdings Company LLC and TCEH Finance, 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 “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Energy Future Intermediate Holding CO LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•CUSIP [ ] [ ]), or (iii) ¨ IAI Global Note (CUSIP [ ] [ISIN: [•][ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]CUSIP [ ] [ISIN: [•][ ]), or (iii) ¨ IAI Global Note (CUSIP [ ] [ ]), or (iv) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇Laureate Education, Inc. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel ▇▇▇▇ Fargo Bank, National Association, as Trustee — DAPS REORG ▇▇▇ ▇▇▇▇, ▇ ▇▇▇ ▇▇. — 7th FL MAC ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Laureate Education Administrator Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of 8.250% Senior Notes due 2025 (the “Notes”) of Laureate Education, Inc. Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto (the “Resale Restriction Termination Date”) only in accordance with the Private Placement Legend (as such term is defined in the indenture under which the Notes were issued) on the Notes and any applicable securities laws of any state of the United States of America. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to another such institutional “accredited investor” above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes with respect to applicable transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Issuer and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: Laureate Education, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel ▇▇▇▇▇ Fargo Bank, National Association, as Trustee — DAPS REORG ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇. — 7th FL MAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Laureate Education Administrator Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10April 26, 2017 (the “Base Indenture”), between Seaspan Corporationamong Laureate Education, a corporation duly organized and existing under Inc., the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), Guarantors named therein and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Laureate Education, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (iiü) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ), or (iv) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation American Airlines, Inc. ▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇▇ Re: 5.5011.75% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10June 30, 2017 2020 (the “Base Indenture”), between Seaspan Corporationamong American Airlines, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Calpine Corporation ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇▇ ▇▇▇▇ Houston, NY 10286 Attention: International Corporate Trust Texas 77002 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Wilmington Trust Company ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wilmington, Delaware 19890-1615 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 5.508% Senior Secured Notes due 2025 2019 Reference is hereby made to the Indenture, dated as of October 10May 25, 2017 2010 (as amended or supplemented from time to time, the “Base Indenture”), between Seaspan among Calpine Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust Company, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _____________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a q beneficial interest in the: (i) q 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (ii) q Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (iii) q IAI Global Note (CUSIP _____); or (b) q a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) q a beneficial interest in the: (i) q 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (ii) q Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (iii) q IAI Global Note (CUSIP _____); or (iv) q Unrestricted Global Note ([ ]CUSIP _____); or (b) q a Restricted Definitive Note; or (c) q an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan American Woodmark Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association as Trustee and Registrar - DAPS Reorg ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor 7E New YorkMAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, NY 10286 Attention▇▇ ▇▇▇▇▇ Phone: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.504.875% Senior Notes due 2025 2026 Reference is hereby made to the Indenture, dated as of October 10February 12, 2017 2018 (the “Base Indenture”), between Seaspan among American Woodmark Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors from time to time party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ ________________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (American Woodmark Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇Venture Global LNG, ▇▇▇ ▇Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇Arlington, ▇▇▇▇▇ VA 22209 Attention: Chief Financial Officer and General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York16th floor Houston, NY 10286 TX 77002 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Administration Re: 5.507.00% Senior Secured Notes due 2025 2030 (CUSIP [ ]10) Reference is hereby made to the Indenture, dated as of October 10July 24, 2017 2024 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between Seaspan Corporationamong Venture Global LNG, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Venture Global, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ AI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation CURO Group Holdings Corp. ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Attention: Chief Legal Officer TMI Trust Company, as Trustee and Registrar ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇NE, ▇▇▇▇▇ Suite 480 Atlanta, GA 30328 Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile ▇▇ Telephone No.: ▇▇▇-.▇▇▇-.▇▇▇▇ Re: 5.507.500% Senior Secured Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10July 30, 2017 2021 (the “Base Indenture”), between Seaspan Corporationamong CURO Group Holdings Corp., a Delaware corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), the Guarantors and the TrusteeTMI Trust Company, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto Trustee and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE ☐ Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTECheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Check if Exchange of the Owner’s is from beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.a

Appears in 1 contract

Sources: Indenture (CURO Group Holdings Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Unit Re: 5.507.50% Senior Secured Second Lien Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.Due 2022

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: ______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Holdings, Inc. 59▇ . ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, acsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon General Counsel ▇▇▇▇▇ Fargo Bank, National Association Attn: Corporate Trust – DAPS Reorg 60▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Floor 7E New York▇▇▇ ▇▇▇▇▇ MAC N9▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, NY 10286 Attention▇▇ ▇▇▇▇▇ Phone: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇-▇▇▇▇ ReFacsimile: 5.50% Senior Notes due 2025 ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Reference is hereby made to the Indenture, dated as of October 10May 12, 2017 2020 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The among ▇▇▇▇ ▇▇▇▇▇▇ Islands Holdings, Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. . (Bb) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the ¨ Check if Exchange of the Owner’s is from beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.a

Appears in 1 contract

Sources: Indenture (Lamb Weston Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇&▇ ▇quipment Services, Inc. 75▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Baton Rouge, LA 70809 The Bank of New York Mellon Trust Company, N.A. 10▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-, ▇▇ ▇▇▇▇▇ Re: 5.505.6250% Senior Notes due 2025 (CUSIP ) Reference is hereby made to the Indenture, dated as of October 10August 24, 2017 (the “Base Indenture”), between Seaspan Corporationamong H&E Equipment Services, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon Trust Company, together with the Base IndentureN.A., the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (H&E Equipment Services, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Companybenefit. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------- Name: Title: Dated:: ----------------------------- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE] (a) |_| a beneficial interest in the: (i) ☐ 144A the Restricted Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), ; ----------- or (b) |_| a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) |_| a beneficial interest in the: (i) ☐ 144A |_| Restricted Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or; or --------- (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (iii) ☐ |_| Unrestricted Global Note ([ ]CUSIP ); oror --------- (b) |_| a Restricted Definitive Note; or (c) |_| an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇EXHIBIT B FORM OF CERTIFICATE OF EXCHANGE Edison Mission Energy ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 1700 Irvine, California 92612 United States Trust Company of New York ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇ ▇▇▇-▇▇-▇▇▇▇ Re: 5.509.875% Senior Notes due 2025 SENIOR NOTES DUE APRIL 15, 2011 -------------------------------------- (CUSIP ____________) Reference is hereby made to the Indenture, dated as of October 10April 5, 2017 2001 (the “Base Indenture”"INDENTURE"), between Seaspan CorporationEdison Mission Energy, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”"COMPANY"), and the TrusteeUnited States Trust Company of New York, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”"OWNER") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”"EXCHANGE"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Edison Mission Energy)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP __________); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note ([ ]CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Range Resources Corporation ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New YorkSuite 1200 Fort Worth, NY 10286 Attention: International Corporate Trust TX 76102 U.S. Bank National Association ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 800 Dallas, TX 75240 Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Services Re: 5.509.25% Senior Notes due 2025 2026 Reference is hereby made to the Indenture, dated as of October 10January 24, 2017 2020 (the “Base Indenture”), between Seaspan among Range Resources Corporation, a Delaware corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Range Resources Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) IAI Global Note (CUSIP ); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) (iv) IAI Global Note (CUSIP ); or Unrestricted Global Note ([ ]CUSIP ); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Allied Waste North America, Inc. ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Hayden Loop, Suite 100 Scottsdale, Arizona 85260 U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ . ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ MN 55101 Re: 5.507 1/8% Senior Notes due 2025 2016 Reference is hereby made to the Indenture, dated as of October 10December 23, 2017 1998, as amended by that Seventeenth Supplemental Indenture, dated as of May 17, 2006 (collectively, the “Base Indenture”), between Seaspan Corporationamong Allied Waste North America, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Inc., as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, each of the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Supplemental Indenture (Allied Waste Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:: ________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation TerraForm Power Operating, LLC ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ Attention: Chief Financial Officer The Investor Relations U.S. Bank of New York Mellon National Association ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, Floor 7E New York, NY 10286 MN Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.505.00% Senior Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10December 12, 2017 (the “Base Indenture”), between Seaspan Corporationamong TerraForm Power Operating, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands LLC, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andU.S. Bank National Association, together with the Base Indenture, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (TerraForm Power, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]), or (iii) ☐ Unrestricted Global Note ([ ]CUSIP/ISIN: ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation ▇Conduent Finance, Inc. and Xerox Business Services, LLC c/o Conduent Incorporated ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer U.S. Bank National Association as Trustee and Registrar U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, NY 10286 Attention: International Corporate Trust Facsimile ▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.5010.500% Senior Notes due 2025 2024 Reference is hereby made to the Indenture, dated as of October 10December 7, 2017 2016 (the “Base Indenture”), between Seaspan Corporationamong Conduent Finance, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”)Inc., and the TrusteeXerox Business Services, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the CompanyLLC, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (CONDUENT Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP ); or (b) ☐ a ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Calpine Corporation ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Wilmington Trust, National Association ▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ Re: 5.505.875% Senior Secured Notes due 2025 2024 Reference is hereby made to the Indenture, dated as of October 1031, 2017 2013 (as amended or supplemented from time to time, the “Base Indenture”), between Seaspan among Calpine Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note ([ ]CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Calpine Corporation ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York▇▇▇▇▇ ▇▇▇▇ Houston, NY 10286 Attention: International Corporate Trust Texas 77002 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Minneapolis, Minnesota 55402 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 5.504.500% Senior Secured Notes due 2025 2028 Reference is hereby made to the Indenture, dated as of October 10December 20, 2017 2019 (as amended or supplemented from time to time, the “Base Indenture”), between Seaspan among Calpine Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andWilmington Trust, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _________), or (iii) Unrestricted Global Note ([ ]CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: (▇▇▇-) ▇▇▇-▇▇▇▇ ReAttention: 5.50% Senior Notes due 2025 Corporate Trust Division Reference is hereby made to the Indenture, dated as of October 10August 17, 2017 2020 (the “Base Indenture”), between Seaspan Corporationamong Sensata Technologies, Inc., a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands Delaware corporation, as issuer (the “CompanyIssuer”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” andThe Bank of New York Mellon, together with the Base Indenturea New York banking corporation, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest interests in such Note[s] specified herein, in the principal amount of $ $____________ (CUSIP ____________; ISIN ____________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or (ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or (iii) Unrestricted Global Note ([ ] [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation c/o APX Group, Inc. ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Igor Fert Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇ ▇▇▇-▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: APX Group, Inc., Administrator Re: 5.506.75% Senior Secured Notes due 2025 2027 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 20182020 (as amended, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenturesupplemented or otherwise modified from time to time, the “Indenture”), among APX Group, Inc. (the “Issuer”), the Guarantors from time to time party thereto and the Trustee and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Vivint Smart Home, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP ­_____), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP _____), or (iii) Unrestricted Global Note ([ ]CUSIP _____); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Rackspace Hosting, Inc. ▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇ Suite 1750 MAC T9263-170 ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Municipal & Escrow Services Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.50% Senior Notes due 2025 Reference is hereby made to the this Indenture, dated as of October 10November 25, 2017 2015 (the “Base Indenture”), between Seaspan Corporationamong Rackspace Hosting, Inc., a corporation duly organized and existing under the laws of the Republic State of The ▇▇▇▇▇▇▇▇ Islands Delaware, as issuer (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors from time to time a party thereto and the Trustee (the “Second Supplemental Indenture” and▇▇▇▇▇ Fargo Bank, together with the Base IndentureNational Association, the “Indenture”)as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ (CUSIP _____ ; ISIN _____ ) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Rackspace Hosting, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. [Insert Name of Transferor] By: Name: Title: Dated:Date: _________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]5▇▇▇▇▇▇▇▇ / U▇▇▇▇▇▇▇▇), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]US595137AB69 / USU5934GAA95), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note ([CUSIP: [•]] [/ISIN: [•]]5▇▇▇▇▇▇▇▇ / U▇▇▇▇▇▇▇▇), or (ii) ¨ Regulation S Global Note ([CUSIP: [•]] [/ISIN: [•]]US595137AB69 / USU5934GAA95), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Microsemi Corporation 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel U.S. Bank National Association Global Corporate Trust Services 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇, ▇ Telephone: (▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon ▇▇▇ ▇▇T▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.509.125% Senior Notes due 2025 2023 Reference is hereby made to the Indenture, dated as of October 10January 15, 2017 2016 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”), Microsemi Corporation and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [________] (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified hereinin Annex A hereto, in the principal amount of $ $[________] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (A) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Microsemi Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities Notes laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. NYDOCS01/1096107.6 A- This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name: Title: DatedPlease designate your DTC Participant's name and Participant Number and provide contact information below: Name of DTC Participant:___________________________________ DTC Participant Number: ____________ Client Reference No.:_______________________________________ Contact Information Name: __________________________________ Telephone No.: ___________________________ Fax No.: ________________________________ Email: __________________________________ NYDOCS01/1096107.6 A- 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (ii) Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]CUSIP __________), ; or (iii) Unrestricted Global Note ([ ]CUSIP __________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan NYDOCS01/1096107.6 A- HSBC Finance Corporation 2▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer [________] Telephone: (224) 544-[______] The Bank of New York Mellon Trust Company, N.A. 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: ▇-▇▇▇-▇▇▇▇ Attention: [______________] Facsimile: (312) [________] Re: 5.50% Senior Notes due 2025 HSBC Finance Corporation - [Insert Title of Notes] Reference is hereby made to the Indenture, dated as of October 10December 17, 2017 (the “Base Indenture”)2008, as supplemented between Seaspan HSBC Finance Corporation, a Delaware corporation duly organized and existing under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Company”)) and The Bank of New York Mellon Trust Company, and the TrusteeN.A., as trustee, as supplemented by the Second a First Supplemental Indenture, dated February 14as of December 3, 2018, among the Company, the Guarantors party thereto and the Trustee 2010 (the “Second Supplemental Indenture” and, together with the Base Indentureas supplemented, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________ (the “Owner”) owns and proposes to exchange the Note[s[Note] [Notes] or interest in such Note[s[Note] [Notes] specified herein, in the principal amount of $ $____________ in such Note[s[Note] [Notes] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (Aa) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTECheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (B) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) Check if Exchange is from beneficial interest in a

Appears in 1 contract

Sources: First Supplemental Indenture (HSBC Finance Corp)