Common use of SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE Clause in Contracts

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Note, or exchanges of a part of another Global Note or definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27, 2014 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

Appears in 1 contract

Sources: First Supplemental Indenture (Suburban Propane Partners Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successor Person successors or assigns under the Indenture) has, jointly and severallydated the date hereof, unconditionally guaranteed, to among the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27, 2014 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban PropaneGuarantor, the “Issuers”Issuer (defined below) and The U.S. Bank of New York MellonNational Association, as trustee (the “TrusteeIndenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (aas defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium premium, if any, and interest onon the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the Notes“Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Supplemental Indenture Indenture, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption or otherwise. The obligations of the Guarantors Guarantor to the Holders of the Notes and to the Trustee pursuant to the Subsidiary this Guarantee and the Supplemental Indenture are expressly set forth in Article XII 15 of the Supplemental Indenture and reference is hereby made to the Supplemental such Indenture for the precise terms of the Subsidiary this Guarantee. Each Holder No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a Notecourt in the event of merger or bankruptcy of the Issuer, by accepting any right to require a proceeding first against the sameIssuer, (a) agrees the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be bound binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by such provisions (b) authorizes and directs any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints Note upon which this Guarantee is noted shall have been executed by the Trustee attorney-in-fact or a duly authorized authenticating agent under the Indenture by the manual signature of such Holder for such purposeone of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein have the same meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”)unless otherwise indicated.

Appears in 1 contract

Sources: Indenture (Essex Portfolio Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Note, or exchanges of a part of another Global Note or definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27March 23, 2014 2010 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

Appears in 1 contract

Sources: First Supplemental Indenture (Suburban Propane Partners Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date Ciena Corporation The Bank of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease New York Mellon Re: 4.0% Convertible Senior Notes due 2015 CONVERSION NOTICE (or increaseCUSIP [ ]) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note Reference is issued in global form. For value received, each Guarantor (which term includes any successor Person under hereby made to the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27March 15, 2014 2010 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. between Ciena Corporation, as issuer (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “GuarantorOwner”) (a subsidiary owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Suburban Propane Partners, L.P. ($ in such Note[s] or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below interests (the “TrusteeConversion).) pursuant to Article 6 of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Conversion Rate in effect on the Conversion Date. The Owner directs that such shares, together with a check in payment for any fractional shares, Make-whole Premium, or amount in lieu of any Additional Shares and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Sources: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. A-7 EXHIBIT B For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteedSenior Subordinated Subsidiary Guarantor, to the extent set forth in the Supplemental Indenture and subject to the provisions in terms of the First Supplemental Indenture Indenture, dated as of May 27November 9, 2014 2009 (the “Supplemental "Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”"), Suburban Energy among Virgin Media Finance Corp. PLC, a public limited company organized under the laws of England and Wales (“Finance Corp.” the "Issuer"), Virgin Media Inc., a Delaware corporation ("Parent"), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and together with Suburban PropaneWales, Virgin Media Investment Holdings Limited, a limited company organized under the “Issuers”) laws of England and Wales ("VMIH" or the "Senior Subordinated Subsidiary Guarantor"), The Bank of New York Mellon, as trustee (the "Trustee”)") and The Bank of New York Mellon (Luxembourg) S.A., hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (a1) the due full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the principal of, premium Issuer under the Indenture (including obligations to the Trustee) and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual for payment of principal of or interest on overdue principal of and interest on the Notesor premium, if any, if lawful, on the Notes and all other monetary obligations of the Issuer under the Indenture and the due Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuers to Issuer whether for fees, expenses, indemnification or otherwise under the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and the Notes (b) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from the Senior Subordinated Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseGuaranteed Obligation. The obligations of the Guarantors Senior Subordinated Subsidiary Guarantor to the Holders of Notes and to the Trustee pursuant to the Subsidiary this Guarantee and the Supplemental Indenture are expressly set forth in Article XII 11 of the Supplemental Indenture. This Guarantee is subordinated to other Indebtedness as set forth in Article 12 of the Indenture and reference pursuant to the Intercreditor Deed. Reference is hereby made to the Supplemental Indenture for the precise terms and limitations of the Subsidiary this Guarantee. Each Holder of a Notethe Note to which this Guarantee is endorsed, by accepting the samesuch Note, (a) agrees to and shall be bound by such provisions (b) authorizes and directs provisions. The Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the Trusteemaximum amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra ▇▇▇▇▇, on behalf fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”)creditors generally.

Appears in 1 contract

Sources: Indenture (Virgin Media Inc.)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature Custodian Ciena Corporation The Bank of authorized officer of Trustee or Custodian * This schedule should be included only if the Note New York Re: 0.875% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (CUSIP 1▇▇▇▇▇▇▇▇) Reference is issued in global form. For value received, each Guarantor (which term includes any successor Person under hereby made to the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27June 11, 2014 2007 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. between Ciena Corporation, as issuer (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The Bank of New York MellonYork, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “GuarantorOwner”) (a subsidiary owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Suburban Propane Partners, L.P. ($ in such Note[s] or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below interests (the “TrusteeConversion).) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Sources: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease Ciena Corporation [ ] Re: [ ]% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (or increaseCUSIP [ ]) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note Reference is issued in global form. For value received, each Guarantor (which term includes any successor Person under hereby made to the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27June [ ], 2014 2007 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. between Ciena Corporation, as issuer (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The Bank of New York MellonYork, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “GuarantorOwner”) (a subsidiary owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Suburban Propane Partners, L.P. ($ in such Note[s] or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below interests (the “TrusteeConversion).) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Sources: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for a note in definitive Noteform, or exchanges of a part of another Global 2021 Note or note in definitive Note form for an interest in this Global 2021 Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the 2021 Note is issued in global form. For value received, each Guarantor of the Guarantors (which term includes any successor Person under the IndentureSupplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture Indenture, dated as of May 27November 19, 2014 2009 (the “Supplemental Base Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. by and among AmerisourceBergen Corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany”) and The U.S. Bank of New York MellonNational Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), (a) the due and punctual payment of the principal of, premium premium, if any, and interest on, on the Notes2021 Notes (as defined in the Supplemental Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on premium, and, to the Notesextent permitted by law, if any, if lawfulinterest, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the Subsidiary 2021 Note Guarantee and the Supplemental Indenture are expressly set forth in Article XII 8 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary 2021 Note Guarantee. Each Holder of a 2021 Note, by accepting the same, (a) agrees to and shall will be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(SName of Guarantor(s)] By: Name: Title: This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Supplemental IndentureJoinder”), dated as of , 20 , among (the “GuarantorGuaranteeing Subsidiary) (), a subsidiary of Suburban Propane Partners, L.P. AmerisourceBergen Corporation (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and The U.S. Bank of New York MellonNational Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).

Appears in 1 contract

Sources: Second Supplemental Indenture (Amerisourcebergen Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Note, or exchanges of a part of another Global Note or definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Second Supplemental Indenture dated as of May 27February 25, 2014 2015 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S▇▇▇▇▇▇▇▇▇(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

Appears in 1 contract

Sources: Second Supplemental Indenture (Suburban Propane Partners Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease Decrease in Principal Amount at Maturity of this Global Note Amount of increase Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note following Following such decrease Decrease (or increaseIncrease) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture Indenture, dated as of May 2721, 2014 2015 (the “Supplemental Base Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban among SM Energy Finance Corp. Company, a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The U.S. Bank of New York MellonNational Association, as trustee (the “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture dated as of June 23, 2021 (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium premium, if any, and interest on, on the NotesNotes (as defined in the Indenture), whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of principal, premium, and interest on interest, to the Notes, if any, if lawfulextent permitted by law, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII Eleven of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and This Guarantee shall be bound governed by such provisions (b) authorizes and directs construed in accordance with the Trustee, on behalf laws of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact State of such Holder for such purposeNew York. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).:

Appears in 1 contract

Sources: Fifth Supplemental Indenture (SM Energy Co)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date Ciena Corporation The Bank of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease New York Mellon Trust Company, N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (or increaseCUSIP 171779 AJ0) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note Reference is issued in global form. For value received, each Guarantor (which term includes any successor Person under hereby made to the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27[ ], 2014 2017 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. between Ciena Corporation, as issuer (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The Bank of New York MellonMellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “GuarantorOwner”) (a subsidiary owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Suburban Propane Partners, L.P. ($ in such Note[s] or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below interests (the “TrusteeConversion).) pursuant to Article 6 of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the Company or a combination thereof, as applicable, in accordance with the terms of the Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Sources: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Note, or exchanges of a part of another Global Note or definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Third Supplemental Indenture dated as of May 27February 14, 2014 2017 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

Appears in 1 contract

Sources: Third Supplemental Indenture (Suburban Propane Partners Lp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture Indenture, dated as of May 2721, 2014 2015 (the “Supplemental Base Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban among SM Energy Finance Corp. Company, a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The U.S. Bank of New York MellonNational Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium premium, if any, and interest on, on the NotesNotes (as defined in the Indenture), whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of principal, premium, and interest on interest, to the Notes, if any, if lawfulextent permitted by law, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII Eleven of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and This Guarantee shall be bound governed by such provisions (b) authorizes and directs construed in accordance with the Trustee, on behalf laws of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact State of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental IndentureNew York. [NAME OF GUARANTOR(S)Insert Name of Guarantor] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).Dated:

Appears in 1 contract

Sources: First Supplemental Indenture (SM Energy Co)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture Indenture, dated as of May 2721, 2014 2015 (the “Supplemental Base Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban among SM Energy Finance Corp. Company, a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The U.S. Bank of New York MellonNational Association, as trustee (the “Trustee”), as amended and supplemented by the Third Supplemental Indenture dated as of September 12, 2016 (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium premium, if any, and interest on, on the NotesNotes (as defined in the Indenture), whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of principal, premium, and interest on interest, to the Notes, if any, if lawfulextent permitted by law, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII Eleven of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and This Guarantee shall be bound governed by such provisions (b) authorizes and directs construed in accordance with the Trustee, on behalf laws of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact State of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental IndentureNew York. [NAME OF GUARANTOR(S)Insert Name of Guarantor] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).Dated:

Appears in 1 contract

Sources: Third Supplemental Indenture (SM Energy Co)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date Ciena Corporation The Bank of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease New York Mellon Trust Company, N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (or increaseCUSIP 171779 AJ0) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note Reference is issued in global form. For value received, each Guarantor (which term includes any successor Person under hereby made to the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27August 2, 2014 2017 (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), Suburban Energy Finance Corp. between Ciena Corporation, as issuer (“Finance Corp.” and together with Suburban Propane, the “IssuersCompany) ), and The Bank of New York MellonMellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “GuarantorOwner”) (a subsidiary owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Suburban Propane Partners, L.P. ($ in such Note[s] or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below interests (the “TrusteeConversion).) pursuant to Article 6 of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the Company or a combination thereof, as applicable, in accordance with the terms of the Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

Appears in 1 contract

Sources: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under Pursuant to the Indenture, dated as of December 15, 2009 (the “Indenture”), among TCM Sub, LLC (the “Issuer”), Scripps Networks Interactive, Inc. (the “Guarantor”) hasand U.S. Bank National Association, jointly and severallyas Trustee, unconditionally guaranteedthe Guarantor, to the extent set forth in the Supplemental Indenture and subject to the provisions in of Article Ten of the First Supplemental Indenture, hereby fully, unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and premium, if any, and interest on the Notes and all other monetary obligations of the Issuer under the Indenture; and (ii) the full and punctual performance within applicable given periods hereunder of all other obligations of the Issuer under the Indenture and the Notes. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. SCRIPPS NETWORKS INTERACTIVE, INC. as Guarantor By: Name: Title: TCM Sub, LLC c/o Scripps Network Interactive, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ M/L CN-OH-W6CT ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President and Trust Officer Re: 3.55% Senior Notes due 2015 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of May 27December 15, 2014 2009, between TCM Sub, LLC, a Delaware limited liability company (the “Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban PropaneIssuer”), Suburban Energy Finance Corp. Scripps Networks Interactive, Inc., an Ohio corporation (“Finance Corp.” and together with Suburban Propane, the “IssuersGuarantor”) and The U.S. Bank of New York MellonNational Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose“Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this the Supplemental IndentureTransferor”) owns and proposes to transfer the Notes or interest in such Notes specified in Annex A hereto, in the principal amount of $ in such Notes or interests (the “Transfer”), dated as of , 20 , among to (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban PropaneTransferee”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together as further specified in Annex A hereto. In connection with Suburban Propanethe Transfer, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (Scripps Networks Interactive, Inc.)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a definitive Definitive Note, or exchanges of a part of another Global Note or definitive Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteedSenior Subordinated Subsidiary Guarantor, to the extent set forth in the Supplemental Indenture and subject to the provisions in terms of the First Supplemental Indenture Indenture, dated as of May 27June 3, 2014 2009 (the “Supplemental "Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”"), Suburban Energy among Virgin Media Finance Corp. PLC, a public limited company organized under the laws of England and Wales (“Finance Corp.” the "Issuer"), Virgin Media Inc., a Delaware corporation ("Parent"), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and together with Suburban PropaneWales, Virgin Media Investment Holdings Limited, a limited company organized under the “Issuers”) laws of England and Wales ("VMIH" or the "Senior Subordinated Subsidiary Guarantor"), The Bank of New York Mellon, as trustee (the "Trustee”)") and The Bank of New York Mellon (Luxembourg) S.A., hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (a1) the due full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the principal of, premium Issuer under the Indenture (including obligations to the Trustee) and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual for payment of principal of or interest on overdue principal of and interest on the Notesor premium, if any, if lawful, on the Notes and all other monetary obligations of the Issuer under the Indenture and the due Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuers to Issuer whether for fees, expenses, indemnification or otherwise under the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture and the Notes (b) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from the Senior Subordinated Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseGuaranteed Obligation. The obligations of the Guarantors Senior Subordinated Subsidiary Guarantor to the Holders of Notes and to the Trustee pursuant to the Subsidiary this Guarantee and the Supplemental Indenture are expressly set forth in Article XII 11 of the Supplemental Indenture. This Guarantee is subordinated to other Indebtedness as set forth in Article 12 of the Indenture and reference pursuant to the Intercreditor Deed. Reference is hereby made to the Supplemental Indenture for the precise terms and limitations of the Subsidiary this Guarantee. Each Holder of a Notethe Note to which this Guarantee is endorsed, by accepting the samesuch Note, (a) agrees to and shall be bound by such provisions (b) authorizes and directs provisions. The Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the Trusteemaximum amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra ▇▇▇▇▇, on behalf fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”)creditors generally.

Appears in 1 contract

Sources: Indenture (Virgin Media Inc.)