RESOURCES CORPORATION Clause Samples
RESOURCES CORPORATION. By: ------------------------------------ Name: Title:
RESOURCES CORPORATION. By: /s/ Barth E. Whitham ----------------------------------------- Name: Barth E. Whitham Title: Presid▇▇▇ ▇▇▇ Chief Operating Officer WESTPORT ENERGY LLC: By: WESTPORT INVESTMENTS LIMITED, its Managing Member By: /s/ Robert A. Haas ------------------------------------ Name: Robert A. Haas Title: Vic▇ ▇▇▇▇▇▇▇▇▇ ERI INVESTMENTS, INC.: By: /s/ Kenneth J. Kubacki ----------------------------------------- Name: Kenneth J. Kubacki Title: Vic▇ ▇▇▇▇▇▇▇▇▇ MEDICOR FOUNDATION: By: /s/ Ursula Haas ----------------------------------------- Name: Ursula Haas Title: President By: /s/ Michael Russell ----------------------------------------- Name: Michael Russell Title: Member ▇▇ ▇▇▇▇▇▇▇ /s/ Robert A. Belfer --------------------------------------------- ROBERT A. BELFER /s/ Jack Saltz --------------------------------------------- JACK SALTZ SALTZ INVESTMENT GROU▇, ▇▇▇: ▇▇: /▇/ ▇ack Saltz ----------------------------------------- Name: Jack Saltz Title: Manager an▇ ▇▇▇▇▇▇ JACK & ANITA SALTZ FOUNDATION: By: /▇/ J▇▇▇ ▇▇▇▇▇ ----------------------------------------- Name: Jack Saltz Title: President THE ROBERT A. AND RENEE E. BELFER FAMI▇▇ ▇▇▇▇▇▇TION: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Truste▇ ▇▇▇ ▇▇▇▇▇ BELFER CORP.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Presi▇▇▇▇ BELWEST PETROLEUM, INC.: ▇▇: /▇/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------------------- Name: Robert A. Belfer Title: Pres▇▇▇▇▇ A&B INVESTORS, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: ________________________________ RENEE HOLDINGS PARTNERSHIP, L.P.: ▇▇: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Gene▇▇▇ ▇▇▇▇▇▇▇ THE LAURENCE D. BELFER FAMILY FOUNDATION: ▇▇: /▇/ ▇▇▇▇▇nce D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Tr▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ LDB CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Pr▇▇▇▇▇▇▇
RESOURCES CORPORATION. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 9.75% Senior Notes due 2020 (the “Notes”) Aggregate Principal Amount $750,000,000 Distribution 144A / Regulation S with Registration Rights Maturity Date July 15, 2020 Issue Price 98.646% Coupon 9.75% Yield to Maturity 10.00% Interest Payment Dates January 15 and July 15 of each year, beginning on January 15, 2013 Record Dates January 1 and July 1 of each year Ratings* B3 (▇▇▇▇▇’▇) / CCC+ (S&P) Trade Date June 29, 2012 Settlement Date July 16, 2012 (T+10) We expect that delivery of the Notes will be made against payment therefor on or about the 10th business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+10”). Under Rule 15c6-1 of the Commission under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the trade date or the following six trading days will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes before their delivery should consult their own advisor. Optional Redemption On or after July 15, 2016, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on July 15 of the years indicated below: 2016 104.875 % 2017 102.438 % 2018 and thereafter 100.000 % Equity Clawback Up to 35% at 109.750% prior to July 15, 2015 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to July 15, 2016 Change of Control Put 101% plus accrued and unpaid interest (following a Rating Decline) Joint Book-Running Managers Barclays Capital Inc. ▇▇▇▇▇▇▇, Sachs & Co. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇ Fargo Securities, LLC BMO Capital Markets Corp. RBC Capital Markets, LLC Co-Managers Capital One Southcoast, Inc. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. Global Hunter Securities, LLC CUSIP Numbers Rule 144A: 40537Q AA8 Regulation S: U4057P AA3 ISIN Numbers Rule ...
RESOURCES CORPORATION. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current wholly owned subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 9.250% Senior Notes due 2022 (the “Notes”) Aggregate Principal Amount $400,000,000 (increased from $300,000,000) Distribution 144A / Regulation S with Registration Rights Maturity Date February 15, 2022 Issue Price 100%, plus accrued interest, if any, from August 13, 2013 Coupon 9.250% Yield to Maturity 9.250% Interest Payment Dates February 15 and August 15 of each year, beginning on February 15, 2014 Record Dates February 1 and August 1 of each year Trade Date August 8, 2013 Settlement Date August 13, 2013 (T+3) We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Optional Redemption On or after August 15, 2017, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on August 15 of the years indicated below: 2017 104.625 % 2018 102.313 % 2019 and thereafter 100.000 % Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to August 15, 2017 Equity Clawback Up to 35% at 109.250% prior to August 15, 2016 Change of Control 101% plus accrued and unpaid interest (following a Rating Decline) Joint Book-Running Managers BMO Capital Markets Corp. Barclays Capital Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇ Fargo Securities, LLC Co-Managers RBC Capital Markets, LLC ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. Credit Agricole Securities (USA) Inc. Capital One Securities, Inc. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC Natixis Securities Americas LLC RBS Securities Inc. Credit Suisse Securities (USA) LLC Comerica Securities, Inc. KeyBanc Capital Markets Inc. Scotia Capital (USA) Inc. CUSIP and ISIN Numbers Rule 144A CUSIP: 40537Q AE0 Regulation S CUSIP: U4057P AD7 Rule 144A ISIN: US40537QAE08 Regulation S CUSIP: USU4057PAD79 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
RESOURCES CORPORATION. By: --------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President
RESOURCES CORPORATION. By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: ----------------------------------- * FIRSTS is a service ▇▇▇▇ of BT ▇▇▇▇. ▇▇▇▇▇ Incorporated. TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Floating Interest Rate Senior Notes (FIRSTS(SM)) due 2003, Series B described in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By: -------------------------------- Authorized Signatory THE DOE RUN RESOURCES CORPORATION Floating Interest Rate Senior Note (FIRSTS(SM)) due 2003, Series B
RESOURCES CORPORATION. Attention: Corporate Secretary
RESOURCES CORPORATION. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Chief Financial Officer ▇▇▇▇▇▇TORS: BELCO ENERGY CORP. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BELCO ENER▇▇ ▇ ▇.▇. by BELCO ENERGY CORP., general partner a Nevada corporation By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BELCO FINA▇▇▇ ▇▇. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BOG WYOMING ▇▇▇ by BELCO ENERGY CORP., manager, a Nevada corporation By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer ELECTRA RES▇▇▇▇▇▇, ▇▇C. /s/ DONALD D. WOLF --------------------------------------- Donald D. Wolf, President FORTUNE CORP. By /s/ BARTH E. WHITHAM --------------------------------------- Barth E. Whitham, President
RESOURCES CORPORATION. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current wholly owned subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 9.75% Senior Notes due 2020 (the “Notes”) Aggregate Principal Amount $400,000,000 Distribution 144A / Regulation S with Registration Rights Maturity Date July 15, 2020 Issue Price 102.750%, plus accrued interest, if any, from July 15, 2013 Coupon 9.75% Yield to Worst 8.99% Interest Payment Dates January 15 and July 15 of each year, beginning on January 15, 2014 Record Dates January 1 and July 1 of each year Trade Date December 16, 2013 Settlement Date December 19, 2013 (T+3) Optional Redemption On or after July 15, 2016, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on Julyt 15 of the years indicated below: 2016 104.875 % 2017 102.438 % 2018 and thereafter 100.000 % Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to July 15, 2016 Equity Clawback Up to 35% at 109.750% prior to July 15, 2015 Change of Control 101% plus accrued and unpaid interest (following a Rating Decline) Book-Running Managers Barclays Capital Inc. ▇▇▇▇▇ Fargo Securities, LLC CUSIP Numbers Rule 144A: 40537Q AG5 Regulation S: U4057P AE5 ISIN Numbers Rule 144A: US40537QAG55 Regulation S: USU4057PAE52 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
RESOURCES CORPORATION. The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.