Exchange Notes Clause Samples
The "Exchange Notes" clause outlines the terms and procedures for exchanging promissory notes or similar debt instruments between parties. Typically, this clause specifies the conditions under which notes may be exchanged, such as upon maturity, default, or at the request of one party, and may detail the form, timing, and documentation required for the exchange. Its core practical function is to provide a clear and standardized process for replacing or substituting notes, thereby reducing confusion and ensuring both parties understand their rights and obligations regarding the transfer or replacement of these financial instruments.
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Exchange Notes. (a) Subject to satisfaction of the provisions of this Section 2.21 and in reliance upon the representations and warranties of the Borrower herein set forth, on and after the 15th Business Day prior to the Bridge Term Loan Maturity Date and, if the Rollover Conversion occurs, at any time on and after the Bridge Term Loan Maturity Date, each Lender will have the option to notify (an “Exchange Notice”) the Administrative Agent in writing of its request for exchange notes (individually, an “Exchange Note” and collectively, the “Exchange Notes”) in a dollar for dollar exchange at par value for an equal principal amount of all or a portion of its outstanding Loans hereunder; provided that in no event shall any Exchange Notes be issued prior to the Bridge Term Loan Maturity Date. Each Lender’s Exchange Notice shall specify the aggregate principal amount of outstanding Loans that such Lender desires to exchange for Exchange Notes pursuant to this Section 2.21, which shall be in a minimum amount of $1,000,000 (and integral multiples of $1,000 in excess thereof) and, subject to the limitations set forth in the Exchange Note Indenture, shall be Exchange Notes bearing interest at the Second Lien Bridge Total Cap.
(b) Notwithstanding the foregoing, such Lender’s Loans shall only be exchanged for Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and all such Lenders by the Administrative Agent. Upon receipt of notice of an Exchange Trigger Event, the Borrower shall set a date (each, an “Exchange Date”) for the exchange of Loans for Exchange Notes, which date shall be no less than 10 Business Days and no more than 15 Business Days after its receipt of notice of an Exchange Trigger Event.
(c) On each Exchange Date, the Borrower shall execute and deliver, and use commercially reasonable efforts to cause the Exchange Note Trustee to authenticate and deliver, to each Lender or as directed by such Lender that exchanges Loans, an Exchange Note in the principal amount equal to 100% of the aggregate outstanding principal amount of such Loans (or portion thereof) for which each such Exchange Note is being exchanged. The Exchange Notes shall be governed by the Exchange Note Indenture. Upon issuance of the Exchange Notes to a Lender in accordance with this Section 2.21, a corresponding amount of the Loans of such Lender shall be deemed to have been cancelled.
(d) The Borrower shall, as promptly as practicabl...
Exchange Notes. The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.
Exchange Notes. The 5.25% Senior Notes due 2022 of the same series under the Indenture as the New Notes, to be issued to Holders in exchange for Registrable Securities pursuant to this Agreement.
Exchange Notes. The Company’s 10.875% Senior Notes due 2018 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.
Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by one or more Lenders at any time on or after the Initial Maturity Date (unless the Borrower has given the Administrative Agent notice of prepayment of the Loans pursuant to Section 2.05) and no later than the applicable Exchange Date, (i) select a bank or trust company reasonably acceptable to the Required Lenders to act as Exchange Note Trustee, (ii) enter into the Exchange Documents and the Exchange Registration Rights Agreement, (iii) deliver an offering memorandum relating to the sale of the Exchange Notes which shall include information regarding the Borrower and its Subsidiaries of the type customarily including in private placements under Rule 144A of the Securities Act including financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the holders of Exchange Notes to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Exchange Notes, and in the case of the annual financial statements, the auditors’ reports thereon, (iv) in connection with a resale of Exchange Notes, use commercially reasonable efforts to cause the accountants for the Borrower (and, if applicable, the Target) to deliver “comfort letters” customarily delivered in offerings under Rule 144A promulgated under the Securities Act, (v) deliver copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the execution and delivery of the Exchange Documents and the Exchange Registration Rights Agreement, together with a customary certificate of the Borrower or such Guarantor certifying such resolutions and (vi) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery; validity; and enforceability of the Exchange Documents and the Exchange Registration Rights Agreement...
Exchange Notes. Senior Secured Notes due 2012 of the Company registered under the Securities Act, identical in all material respects to the Notes, including the guarantees endorsed thereon, except for restrictive legends and additional interest provisions.
Exchange Notes. (i) Each Lender may from time to time on any Business Day on or after the Initial Maturity Date elect pursuant to an Exchange Request given in accordance with Clause 6.4(c) (Manner of Exchange of Bridge Term Loan) below, to exchange all or any portion of its Bridge Term Loan (if any) then outstanding for one or more Exchange Notes (each such exchange being referred to herein as an "Exchange"); provided that the minimum principal amount of any Exchange shall be 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding; provided that if the Borrower receives a request to issue an aggregate principal amount of Exchange Notes of less than 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding, the Borrower may defer the issuance of such Exchange Notes until such time as it shall have received requests to issue an aggregate principal amount of Exchange Notes of at least 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding and each subsequent Exchange shall be for a principal amount of at least 20.0 per cent. of the principal amount of the Bridge Term Loan outstanding.
(ii) The Exchange Notes shall:
(A) rank pari passu with the Bridge Term Loan to the extent that any Bridge Term Loan remains outstanding;
(B) be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Notes Indenture;
(C) be guaranteed by the same entities that guarantee the Bridge Term Loan and will be secured by the same assets securing the Bridge Term Loan;
(D) require that the Borrower submit to the non-exclusive jurisdiction and venue of the U.S. Federal and state courts of the State of New York and will waive any right to trial by jury; and
(E) be jointly issued by a wholly-owned finance subsidiary of the Borrower that qualifies as a "C" corporation (the "Co-Issuer"), if the Borrower changes its legal form into a limited liability company (through a merger or otherwise) and any of the Arrangers considers the Co-Issuer as reasonably necessary for the marketing of the Exchange Notes.
(iii) The principal amount of the Exchange Notes in any Exchange will equal 100 per cent. of the aggregate principal amount of the participation in the Bridge Term Loan for which they are exchanged and shall be issued at par.
(iv) Each Exchange Note in an Exchange shall:
(A) be denominated in Euro;
(B) bear interest from and including the Exchange Date to and including the Final Maturity Date at a fixed rate per ann...
Exchange Notes. The 6.5% Senior Notes due 2021, including the related guarantees of such notes by the Guarantors pursuant to the Indenture, to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.
Exchange Notes. The 3.125% Notes due 2027 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc.
Exchange Notes. Parent shall have issued and delivered the Exchange Notes in accordance with the terms of the Exchange Note Documents.