Additional Bonds. (a) Additional Bonds may, upon satisfaction of the conditions set forth in this Section 2.3, be issued in the amounts and for the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership. (b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an Officer's Certificate from the Partnership confirming that all conditions precedent to the issuance of Additional Bonds or incurrence of Permitted Indebtedness, as applicable, set forth in this Agreement and the Common Agreement have been satisfied or waived, the Partnership shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the Partnership, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued hereunder without the written consent of the Partnership. (c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds. (d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures: (i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds; (ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder); (iii) the date or dates on or as of which the Additional Bonds shall be dated; (iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable; (v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable; (vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served; (vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership; (viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations; (ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable; (x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds; (xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act; (xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and (xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.
Appears in 1 contract
Additional Bonds. (a) Additional Bonds may, upon satisfaction of the conditions set forth in this Section 2.3, be issued in the amounts and for the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of funds received in connection with any mandatory redemption under this Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein2.3. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved set forth in writing by the PartnershipSupplemental Indenture applicable to such Bonds.
(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (de) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Finance Documents (in respect of which the consent of the Bond Trustee and the Holders shall not be required; provided), however, if such supplements, amendments or modifications change receipt by the rights or obligations Bond Trustee of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with Subsidiary Guarantor and any such supplements, amendments or modifications) Additional Guarantor confirming that the Guarantee applies to the Outstanding Bonds and (iv) the Additional Bonds which the Issuer proposes to issue and receipt by the Trustee Depositary Bank of an Officer's Certificate from the Partnership Issuer confirming that all conditions precedent moneys on deposit in the Debt Service Reserve Account or otherwise available pursuant to Acceptable Credit Support shall, in the aggregate, after giving effect to the issuance of such Additional Bonds or incurrence of Permitted IndebtednessBonds, be equal to the Debt Service Reserve Required Balance (as applicable, set forth in this Agreement and such shall be increased to reflect payments due on the Common Agreement have been satisfied or waivedAdditional Bonds), the Partnership Issuer shall execute Additional Bonds and deliver them to the Bond Trustee, and the Bond Trustee, upon the written request of the PartnershipIssuer, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership Issuer in writing, without any further action of the Issuer; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued hereunder without the written consent of the Partnership.
(c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures:
(i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds;
(ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served;
(vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership;
(viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.,
Appears in 1 contract
Additional Bonds. (a) .
(a) Additional Bonds may, upon the satisfaction of the conditions set forth in this Section 2.3Section, be issued in the amounts and for the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (exceptBonds, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form form, and be issued at such prices as shall be approved in writing by the PartnershipCompany.
(b) Upon (i) the satisfaction of the applicable conditions set forth in paragraph (c) of this Section 2.3, (ii) the execution and delivery of (x) an appropriate Supplemental Indenture in compliance with clause paragraph (dc) of this Section 2.3, and (iiiy) the execution and delivery of appropriate supplements, amendments or modifications supplements to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; providedif any), however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iviii) receipt by the Trustee Securities Intermediary of an Officer's Certificate from the Partnership confirming that all conditions precedent the sum of cash and Permitted Investments in, plus, if applicable, the available amount of any Acceptable Credit Support provided for, the Debt Service Reserve Account shall, after giving effect to the issuance of such Additional Bonds or incurrence of Permitted IndebtednessBonds, as applicable, set forth in this Agreement and be equal to the Common Agreement have been satisfied or waivedDebt Service Reserve Required Balance, the Partnership Company shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, Trustee upon the written request of the Partnership, Company shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership in writingCompany; provided, however, that, that notwithstanding anything to the contrary contained herein, no Additional Bonds shall may be issued hereunder (A) without the prior written consent of the Partnership.
(c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures:
(i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds;
(ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any)Company, and interest on the Additional Bonds shall be payable, (B) Additional Bonds may at any time when a Default or Event of Default shall have occurred and be surrendered for registration continuing or if such issuance would, upon notice or the passage of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served;
(vii) the price or prices at whichtime, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership;
(viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.cause a
Appears in 1 contract
Sources: Trust Indenture (Cleco Corp)
Additional Bonds. (a) Additional Bonds maySubject to determination from time to time by the Issuer, upon satisfaction of the conditions set forth in this Section 2.3, be issued in the amounts and for the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) subject to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption provisions of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents Section 3.03 hereof and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership.
(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Senior Notes Trustee shall be required in connection with any such supplements, amendments or modificationsand the Registered Owners of one hundred percent (100%) and (iv) receipt by of the Trustee of an Officer's Certificate from the Partnership confirming that all conditions precedent to the issuance of Additional Series 2004 Bonds or incurrence of Permitted Indebtednessthen outstanding, as applicable, set forth in this Agreement and the Common Agreement have been satisfied or waived, the Partnership shall execute Additional Bonds and deliver them expressed from time to the Trustee, and the Trustee, upon the written request of the Partnership, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued hereunder without the written consent of the Partnership.
(c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established time in one or more Supplemental Indentures, the Bonds of any Series other than the Series 2004 Bonds:
(ia) the title shall be dated, shall bear interest at a rate or rates not in excess of the Additional maximum rate then permitted by applicable law, shall be payable and shall mature by their terms at such time or times as may be provided in the Supplemental Indenture creating the Series of which such Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bondsare a part;
(iib) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, both as to principal and interest and premium, if any, at such place or places as the Issuer may determine in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts;
(Bc) Additional Bonds May have such exchange privileges as may be surrendered for registration of transfer determined by the Issuer;
(d) shall have such particular designations added to their title as the Issuer may determine, and may be in such denominations as may be determined by the Issuer;
(e) May be limited as to the maximum principal amount thereof which may be authenticated by the Trustee and delivered or exchange which may be at any time outstanding, and (C) notices and demands to or upon the Partnership an appropriate insertion in respect of such limitation may, but need not, be made in the Additional Bonds and this Indenture may be servedof such Series;
(viif) May contain provisions for the redemption thereof at such redemption price or prices prices, at whichsuch time or times, upon such notice, in such manner and upon such other terms and conditions, not inconsistent with the period or periods within which provisions of Article VIII of this Indenture and the terms and conditions upon which of the Additional Bonds Loan Agreement, as may be redeemed, in whole or in part, at determined by the option of the PartnershipIssuer and permitted by applicable law;
(viiig) the obligation (if any) May have mandatory provisions requiring payments of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund requirements for the purchase and sinking fund redemption of such Bonds, in such amounts, at such time or analogous provision or at the option of a Holder thereof times, in such manner and the price or prices at which, the period or periods within which and the upon such terms and conditions upon which Additional Bonds shall he redeemedconditions, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(xi) the obligation (if any) of the Partnership to file a registration statement not inconsistent with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture, as shall be set forth in such Supplemental Indenture; and
(h) including any May contain such provisions with respect to acceleration of maturity on the happening of specified events, and such other special terms related and conditions, not contrary to the redemption provisions hereof or of the Additional Bonds; provided that such terms shall Act, as may be no more favorable to determined by the Holders of Additional Bonds than the corresponding terms contained hereinIssuer.
Appears in 1 contract
Additional Bonds. (a1) Subject to clause (2) of this Section 3.02, one or more series of Additional Bonds maymay be authenticated and delivered under this Indenture, in each case pursuant to an indenture supplemental hereto (a "Supplemental Indenture") substantially in the form of Exhibit E and upon satisfaction of the conditions set forth in this Section 2.33.02. Each series of Additional Floating Rate Bonds shall have the terms and conditions set forth in Exhibit A-1, and in this Indenture, subject to such insertions, omissions, substitutions and variations as may be provided in the corresponding Supplemental Indenture. Each series of Additional Fixed Rate Bonds shall have the terms and conditions set forth in Exhibit A-2, this Indenture and in the Supplemental Indenture corresponding to such issuance.
(2) Additional Bonds may be issued in by the amounts and for the purposes permitted herein. All Additional Bonds shall Company; provided that (i) rank pari passu with the Initial Bonds in all respects (except, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied have received prior to such issuance an Officer's Certificate from the redemption Company certifying that (a) each of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership.
(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.33.02(2) and the Supplemental Indenture relating to the issuance of such Additional Bonds has been satisfied and (b) the incurrence of Debt pursuant to the issuance of Additional Bonds complies with Section 4.3 (including, without limitation, the definition of Issuer Permitted Debt) of the Common Agreement, (ii) the execution and delivery of an appropriate Supplemental Indenture relating to the issuance of such Additional Bonds substantially in compliance with clause (d) the form of this Section 2.3Exhibit E hereto has been executed and delivered, (iii) the execution and delivery of appropriate any supplements, amendments or modifications to or of the Financing Documents that may be required or appropriate in connection with the issuance of such Additional Bonds have been executed and delivered (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change except to the rights or obligations of the Trustee, as determined extent required by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplementsFinancing Document), amendments or modifications) and (iv) receipt by the Trustee shall have received the written consent of an Officer's Certificate from the Partnership each Guarantor confirming that all conditions precedent such Guarantor's Guaranty shall apply to the issuance of Bonds and the Additional Bonds or incurrence which the Company proposes to issue.
(3) Upon satisfaction of Permitted Indebtedness, as applicable, the applicable conditions set forth in clause (2) of this Agreement and the Common Agreement have been satisfied or waivedSection 3.02, the Partnership Company shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the PartnershipCompany, shall authenticate such Additional Bonds and deliver them to the purchasers thereof as may be directed by the Partnership Company in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Bonds shall be issued hereunder without the written consent any further action of the PartnershipCompany.
(c4) Upon the issuance of any Additional Bonds, the Partnership Company shall promptly provide the Trustee with a revised Schedule I to this Indenture schedule that will provide set forth the requirements for the payment of principal of and interest on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures:
(i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds;
(ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served;
(vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership;
(viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.
Appears in 1 contract
Sources: Indenture (NRG Energy Inc)
Additional Bonds. (a) Additional Bonds maymay be issued under and secured by this Indenture at one time or from time to time, upon satisfaction of in addition to the Series 2004 Bonds and, subject to the conditions set forth hereinafter provided in this Section 2.32.10, be issued in the amounts and for the purposes permitted herein. All Additional purpose of providing funds for refunding any of the Bonds shall (i) rank pari passu with then Outstanding, including the Initial Bonds in all respects (exceptpayment of any redemption premium thereon, with respect interest to allocation of funds received accrue to the selected redemption date, any serial maturities to become due prior to the selected redemption date and any expenses in connection with such refunding (any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent the funds received by the Trustee represent PECO Buy-Out Proceeds, which proceeds shall be applied to the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership.
(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an Officer's Certificate from the Partnership confirming that all conditions precedent to the issuance of Additional Bonds or incurrence of Permitted Indebtedness, as applicable, set forth in this Agreement and the Common Agreement have been satisfied or waived, the Partnership shall execute Additional Bonds and deliver them to the Trustee, and the Trustee, upon the written request of the Partnership, shall authenticate such Additional Bonds and deliver them to the purchasers thereof be identified as may be directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no "Refunding Bonds"). Before any Additional Bonds shall be issued hereunder without under the written consent provisions of this Section 2.10, the Partnership.
(c) Upon Board shall adopt a resolution authorizing the issuance of any such Additional Bonds, fixing the Partnership shall promptly provide amount thereof and designating the Trustee Bonds Outstanding to be refunded with a revised Schedule I to this Indenture that will provide for the payment proceeds of principal on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures:
(i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) and the form or forms of such Bonds;
(ii) any limit upon the aggregate principal amount of the Additional Bonds that may be authenticated and delivered under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the . Such Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable designated, shall be stated to mature on such date or dates and in such year or years, shall bear interest, payable on such dates, at such rate or rates not exceeding the Regular Record Date for maximum rate then permitted by law, and may be made redeemable at such times and prices (subject to the determination provisions of Holders Article III of this Indenture), as all may be provided by the resolution authorizing the issuance of such Additional Bonds. Except as to whom principal is payable;
(v) any difference in the date, the maturity or maturities, the rate or rates at which the Additional Bonds shall bear of interest or the method provisions for redemption by which such rate sinking fund or rates shall be determinedotherwise, or as otherwise provided in the date or dates from which such interest shall accrueAgreement with regard to credit enhancement, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on or additional first mortgage bonds of the Company to secure payments under the Agreement with respect to such Additional Bonds, if any, such Additional Bonds shall be payable, (B) on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2004 Bonds. Such Additional Bonds may shall be surrendered executed substantially in the form and manner hereinabove set forth, with such appropriate variations, omissions and insertions as indicated in the preceding paragraph, and shall be deposited with the Trustee for registration of transfer or exchange authentication, but before such Additional Bonds shall be authenticated and (C) notices and demands delivered by the Trustee, there shall be delivered to or upon the Partnership in respect Trustee the following: A copy, certified by the Secretary of the Issuer, of the resolution adopted by the Board authorizing the issuance of such Additional Bonds in the amount specified therein, authorizing the acceptance and this Indenture may be served;
(vii) assignment of a Note relating to such Additional Bonds, and providing for the application of the proceeds thereof. A certificate of the Company stating that the Company has approved the issuance of such Additional Bonds, including the terms, manner of issuance, purchase price or prices at whichand disposition of the proceeds thereof, the period or periods within which and the terms and conditions upon which of any supplement to this Indenture entered into in connection with such Additional Bonds. An executed counterpart of any amendment to the Agreement and any supplement to this Indenture in connection with such Additional Bonds may be redeemedand, in whole if applicable, credit enhancement or in part, at the option delivery of a series of first mortgage bonds by the Company to secure payments under the Agreement with respect to such Additional Bonds. An opinion of nationally recognized counsel experienced on the subject of municipal bonds that the issuance of such Additional Bonds and the application of the Partnership;
proceeds of such Additional Bonds to the purpose or purposes described in the resolution mentioned in clause (viiia) of this Section 2.10 will not result in the obligation (if anyinterest on any Bonds theretofore issued under this Indenture and then Outstanding or any portion thereof becoming included in gross income for federal income tax purposes, except for interest on any such Bond held by a "substantial user" of either of the Projects or a "related person" as defined in Section 103(b)(13) of the Partnership to redeem1954 Code (or any applicable successor provision of law), purchase or repay and that the interest on such Additional Bonds pursuant will be so excluded from gross income for federal income tax purposes. A Note relating to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which such Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) duly executed on the transfer or exchange behalf of the Additional Bonds;
(xi) Company and assigned to the obligation (if any) Trustee. A copy of the Partnership to file request filed by the Company with the Issuer for the refunding of such Bonds Outstanding, and a registration statement certified copy of the resolution of the Board with respect to such refunding. If applicable, a series of the Additional Bonds or Company's first mortgage bonds to exchange secure payments under the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars Agreement with respect to such Additional Bonds and an executed counterpart of a supplemental indenture under the First Mortgage Bonds Indenture relating to such first mortgage bonds. If applicable, credit enhancement for such Additional Bonds; and
(xiii) any other terms . Written direction of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related Issuer to the redemption of the Trustee to authenticate such Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.
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Additional Bonds. (a) The Authority, at the request of the Company and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds may, upon satisfaction for the purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2021A Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Section 2.3Indenture shall not imply that the Authority may not issue, be issued in and the amounts and for Authority expressly reserves the purposes permitted herein. All Additional Bonds shall (i) rank pari passu with the Initial Bonds in all respects (exceptright to issue, with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2(a)(iii) (Mandatory Redemption) to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the funds received by cost of additional facilities at the Trustee represent PECO Buy-Out ProceedsPlant, which proceeds shall be applied or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the redemption of the Initial Bonds prior to being applied to the redemption of any Additional Bonds), (ii) be secured by the Collateral as set forth in the Security Documents and (iii) be secured by the Indenture Collateral as set forth herein. All Additional Bonds shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by the Partnership.
(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.3, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) provisions of this Section 2.3, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an Officer's Certificate from the Partnership confirming that all conditions precedent to Indenture governing the issuance of Additional Bonds or incurrence shall not apply thereto. The proceeds of Permitted Indebtednessthe issuance and sale of any series of Additional Bonds, as applicableincluding purchase premium, set forth in this Agreement if any, and the Common Agreement have been satisfied or waivedaccrued interest, the Partnership shall execute Additional Bonds and deliver them if any, thereon to the Trustee, and date of delivery thereof paid by the Trustee, upon the written request of the Partnershiporiginal purchasers thereof, shall authenticate be applied simultaneously with the delivery of such Additional Bonds in the manner provided in this Indenture and deliver them in the supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the purchasers thereof as may be directed by the Partnership in writing; provided, however, that, notwithstanding anything to the contrary contained hereincontrary, no Additional Bonds shall be issued hereunder without the written consent of the Partnership.
(c) Upon the issuance of any Additional Bonds, the Partnership shall promptly provide the Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal on such Additional Bonds.
(d) Prior to the issuance of Additional Bonds hereunder, the following shall be established in one or more Supplemental Indentures:
unless (i) the title of the Additional Bonds (which shall distinguish the Additional Bonds from all other Bonds) Loan Agreement is in effect, and the form or forms of such Bonds;
(ii) any limit upon at the aggregate principal amount time of issuance there is no Event of Default (as defined in the Additional Bonds that may be authenticated and delivered Loan Agreement) under the Loan Agreement or Event of Default under this Indenture (except for Additional Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds and except for Additional Bonds that are deemed never to have been authenticated and delivered hereunder);
(iii) the date or dates on or as of which the Additional Bonds shall be dated;
(iv) the date or dates on which the principal of the Additional Bonds is payable the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;
(v) the rate or rates at which the Additional Bonds shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;
(vi) the place or places where (A) the principal of, premium (if any), and interest on the Additional Bonds shall be payable, (B) Additional Bonds may be surrendered for registration of transfer or exchange and (C) notices and demands to or upon the Partnership in respect of the Additional Bonds and this Indenture may be served;
(vii) the price or prices at which, the period or periods within which and the terms and conditions upon which the Additional Bonds may be redeemed, in whole or in part, at the option of the Partnership;
(viii) the obligation (if any) of the Partnership to redeem, purchase or repay Additional Bonds pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Bonds shall he redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
(ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Bonds shall be issuable;
(x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Bonds;
(xi) the obligation (if any) of the Partnership to file a registration statement with respect to the Additional Bonds or to exchange the Additional Bonds for Bonds registered pursuant to the Securities Act;
(xii) any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Bonds; and
(xiii) any other terms of the Additional Bonds (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of the Additional Bonds; provided that such terms shall be no more favorable to the Holders of Additional Bonds than the corresponding terms contained herein.
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