Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] March 13, 2020 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureIssuer. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture Holdings Guarantee and Pledge Agreement or the Subsidiary Guarantee Agreement, as applicable, and any Subsidiary Guarantor that executes a Subsidiary Guarantee after the date hereof will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Fresh Market Holdings, Inc.), Indenture (Fresh Market Holdings, Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] October 11, 2013 (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Subsidiary Guarantors have Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] February 7, 2024 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York MellonWilmington Trust, National Association, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] October 6, 2017 (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Subsidiary Guarantors have Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] April 2, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-IssuerGuarantors party thereto, the Subsidiary Guarantors party thereto Trustee and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture Issue Date (the “TIAAct”). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of in the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The aggregate principal amount of Notes include the Initial Notes, any Additional Notes that may be authenticated and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities delivered under the IndentureIndenture is unlimited. The Indenture imposes certain limitations limitations, among other things, on the ability of the Issuers Company and the Restricted Subsidiaries toto make Investments; incur additional Indebtedness or issue Preferred Stock, among other things, make create certain Investments and other Restricted Payments, Incur Indebtedness, Liens; sell assets; enter into consensual restrictions upon agreements that restrict dividends or other payments from the payment of certain dividends and distributions by such Restricted Subsidiaries; consolidate, issue merge or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe assets of the Company and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. To guarantee the due and punctual payment of the principal of, premium, if any, on, and interest on on, the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee Guarantors, will unconditionally guarantee the Guaranteed Obligations guarantee), jointly and severally, such obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Venoco, Inc.), Indenture (Venoco, Inc.)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [•] August 31, 2020 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain pay dividends and distributions by such Restricted Subsidiariesother distributions, incur Indebtedness, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued the Notes and to be issued under an Indenture dated as of [•] , 2006 (the “Indenture”), ) among the Company, the Co-Issuer, the Subsidiary Guarantors guarantors party thereto (the “Guarantors”) and The Bank of New York MellonTrust Company, N.A., a national banking association, as trustee and as collateral agent(the “Trustee”). Capitalized terms used herein are used as defined in the Indenture, Indenture unless otherwise indicated. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Act. The terms of the Notes include those stated in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms and provisionsterms. If and to To the extent that permitted by applicable law, in the event of any provision inconsistency between the terms of this Security and the Notes limits, qualifies or conflicts with a provision terms of the Indenture, such provision the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to As provided in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Guaranteed Obligations Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as . The Securities are general unsecured obligations of the Company. The Company may, subject to the terms Article Four of the Indenture and applicable law, issue additional Securities of any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of series under the Indenture.

Appears in 2 contracts

Sources: Indenture (Model Dairy, LLC), Indenture (Dean Foods Co/)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] May 22, 2014 (the “Indenture”), among the Company, the Co-Issuer, Initial Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Rayonier Advanced Materials Inc.), Indenture (Rayonier Inc)

Indenture. The Issuers Company issued the Notes this Security under an Indenture dated as of [•] May 22, 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, Company and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as amended and as in effect on the date of the Indenture from time to time (the “TIA”"Act"). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are This Security is subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) are Holder of this Security is referred to the Indenture and the Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes Securities are senior secured obligations obligation of the IssuersCompany. This Note Security is one of the Initial [1998] Exchange Notes referred to in the Indenture. The Notes include the [1998] Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK the [1998] Exchange Notes are treated as a single class series of securities Securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company to incur additional Indebtedness; create Liens; make Restricted Payments; engage in certain transactions with stockholders and each Subsidiary Guarantor Affiliates; engage in Sale and Leaseback Transactions; dispose of assets; issue Preferred Stock of Subsidiaries; transfer assets to consolidate or merge with or its subsidiaries; enter into any other Person or conveyagreements that restrict the ability of its Subsidiaries to make dividends and distributions; engage in mergers, transfer or lease all or consolidations and transfers of substantially all of their propertythe Company's assets; make certain Investments, loans, and advances; and create Non- Recourse Subsidiaries. To guarantee These limitations are subject to a number of important qualifications and exceptions. The Company must report to the due Trustee annually its compliance with the limitations contained in the Indenture. No reference herein to the Indenture and punctual payment no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional to pay the principal of and interest on this Security at the Notes times, place and all other amounts payable by rate, and in the Issuers under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indentureherein prescribed.

Appears in 2 contracts

Sources: Indenture (River Road Realty Corp), Exchange Note (River Road Realty Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of [] (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon[●], as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Exchange Agreement (Talos Energy Inc.), Exchange Agreement (SAILFISH ENERGY HOLDINGS Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] November 3, 2016 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIATrust Indenture Act”). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Noteholders are referred to the Indenture for a statement of such terms and provisionsthose terms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Issue Date and any Additional Notes and any PIK Notesissued in accordance with Section 2.13 of the Indenture. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, to enter into consensual restrictions upon the payment mergers, consolidations or sales of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertyassets. To guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of extent provided in the Indenture.

Appears in 2 contracts

Sources: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [•] February 5, 2020 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain pay dividends and distributions by such Restricted Subsidiariesother distributions, incur Indebtedness, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] December 21, 2004 (the “Indenture”), among the Company, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes, . The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any PIK Notes. The Initial Notes, any issuance of Additional Notes and any PIK Notes are treated as a single class of securities under the Indenturethereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, Incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or Incur Liens incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Company to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of their propertyproperty or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Otelco Inc.), Indenture (Otelco Telecommunications LLC)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] June 16, 2022 (the “Indenture”), among the CompanyIssuers, the Co-IssuerGuarantors party thereto, the Subsidiary Guarantors party thereto Second Lien Trustee and The Bank of New York Mellon, as trustee and as collateral agentthe Second Lien Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of [•] November 9, 2017 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes Securities are senior secured unsecured obligations of the IssuersIssuer. This Note Security is one of the Initial Notes Original Securities referred to in the Indenture. The Notes Securities include the Initial Notes, any Additional Notes Original Securities and any PIK Notesissued Add-On Securities. The Initial Notes, any Additional Notes Original Securities and any PIK Notes Add-On Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Constellium N.V.), Indenture (Constellium N.V.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] September 27, 2016 (the “Indenture”), among the Company, the Co-Issuer, Alcoa Upstream Corporation (the Subsidiary Guarantors party thereto “Company”), a Delaware corporation, and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Notes referred to in the Indenture. The Original Notes include the Initial Notes, of a Series and any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are of such Series shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company, the Issuer and the Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments and other Restricted Payments, Incur Indebtedness, assets; create liens on assets to secure debt; enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens affiliates; and make Asset Salesrestrict dividends and other payments. The Indenture also imposes limitations on the ability of the Issuers Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Company has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Appears in 2 contracts

Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] March 4, 2005 (the "Indenture"), among the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "TIA"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Exchange Notes issued in exchange for Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (Rural Metro Corp /De/), Indenture (Rural Metro Corp /De/)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] October 11, 2013 (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Subsidiary Guarantors have Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] November 19, 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [•] October 23, 2014 (the “Indenture”), among the CompanyIssuers, the Co-IssuerGuarantors, the Subsidiary Guarantors party thereto Trustee and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated Collateral Agent. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesEscrow Release Date, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers Issuer issued the 2013 Notes under an Indenture dated as of [•] January 28, 2005 (the “Indenture”"INDENTURE"), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Guarantor named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”"T▇▇"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2013 Notes are senior secured unsecured obligations of the IssuersIssuer. This 2013 Note is one of the Initial 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes, any Additional Exchange 2015 Notes, the Initial Floating Rate Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2013 Notes and all other amounts payable by the Issuers Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] December 21, 2012 (the “Indenture”), among the Company, Issuers and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers EPE Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers EPE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. There are no Subsidiary Guarantors on the Issue Date. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and if any Subsidiary Guarantor that executes are added in the future in accordance with the Indenture, such Subsidiary Guarantor (if any) will execute a Subsidiary Guarantee and will unconditionally guarantee the Subsidiary Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (EP Energy Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] September 26, 2019 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each direct and indirect Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Installed Building Products, Inc.)

Indenture. The Issuers issued the Notes under an Indenture indenture dated as of [•] issue date], 2023 (the “Indenture”), among the CompanyIssuers, the Co-IssuerGuarantors, the Subsidiary Guarantors party thereto and The Bank of New York MellonWilmington Savings Fund Society, FSB, as trustee and as collateral agent(the “Trustee”). Capitalized terms used herein are used as Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Act. The terms of the Notes include those stated Terms defined in the IndentureTrust Indenture Act, either directly or by reference therein, or which are by reference therein defined in the U.S. Securities Act and not defined herein have the meanings ascribed thereto in the Trust Indenture Act and in the U.S. Securities Act, as applicable. The Notes are subject to all terms such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and the holders (as defined in the Indenture) are referred be controlling. Additionally, this Note is subject to the provisions of the Trust Indenture for a statement Act that are required to be part of this Note and is, to the extent applicable, governed by such terms and provisions. If provisions and, if and to the extent that any provision of the Notes hereof or thereof limits, qualifies or conflicts with any mandatory provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Note, the Trust Indenture Act provision shall control (and notwithstanding any provisions of the Indenture, such provision of any supplemental indenture or this Note to the Indenture shall controlcontrary). The Notes are senior secured obligations of the Issuers. This Note is one Issuers and are issued in an initial aggregate principal amount at Maturity of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture$[principal amount]. The Indenture imposes certain limitations on the ability Issuers, the Guarantors and their Affiliates, including, without limitation, limitations on the incurrence of indebtedness and issuance of stock, the payment of dividends and other payment restrictions affecting Holdings and its Subsidiaries, the sale of assets, transactions with and among Affiliates of the Subsidiaries, change of control and Liens. This Note is one of a duly authorized issue of notes of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesdesignated as its 9.00% Senior Secured First Lien Notes due 2027. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according entitled to the terms of the issue Additional Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms Section 2.15 of the Indenture.

Appears in 1 contract

Sources: Indenture (Transact LTD)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] March 28, 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of [•] November 16, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the CompanyIssuers, the Co-Issuer, Note Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended TIA. Capitalized terms used herein and as in effect on not defined herein have the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controltime. The Notes are senior secured general unsecured, joint and several, obligations of the Issuers, of which $850.0 million in aggregate principal amount will be initially issued on the Issue Date. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Notes referred to in Holders, the Indenture. The Notes include the Initial Notes, any Issuers may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiariesmake Asset Sales, issue or sell shares of certain Capital Stock of the Issuers and such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Company's and its Restricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture (and any each future Material Restricted Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Appears in 1 contract

Sources: Indenture (Elan Corp PLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] December 15, 2015 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Note Guarantors, the Trustee, Deutsche Bank of New York MellonAG, London Branch, as trustee Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedRegistrar and Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer, the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or Incur Liens and make Asset Salesincur Liens. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee Following the due and punctual payment first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from at least two of the principal Rating Agencies, and interest on (ii) no Default with respect to the Notes has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed Company and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the Guaranteed Obligations pursuant to the terms “Suspended Covenants”) of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant with respect to the terms of Notes. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

Appears in 1 contract

Sources: Indenture (Goodyear Tire & Rubber Co /Oh/)

Indenture. The Issuers issued the Notes under an the Indenture dated as of [•] November 10, 2011 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The thereto, Deutsche Bank of New York MellonTrust Company Americas, as trustee Trustee (the “Trustee”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Global Collateral Agent, and Mizuho Corporate Bank, Ltd., as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTaiwan Collateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to In the extent that any provision event of a conflict, the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens incur Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Senior Secured Indenture (NXP Semiconductors N.V.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] December 6, 2019 (the “Indenture”), among the CompanyIssuers, the Co-IssuerGuarantors party thereto, the Subsidiary Guarantors party thereto Second Lien Trustee and The Bank of New York Mellon, as trustee and as collateral agentthe Second Lien Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] June 5, 2013 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of [•] March 17, 1998 (the "Indenture"), among the Company, Consumers U.S., Inc. (the Co-Issuer, "Parent") and the Subsidiary Guarantors party thereto Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Exchange Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and The Bank of New York Mellonthe Exchange Notes, as trustee defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as collateral agenta single class of securities under the Indenture. Capitalized terms used herein are used as defined in the Indenture, Indenture unless otherwise indicateddefined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "TIA"). The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders of Notes are referred to the Indenture and said Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenturethem. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries toSubsidiaries, among other things, to Incur additional Indebtedness, create Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of their property. To guarantee the due and punctual payment Property of the principal Company or any Restricted Subsidiary to any other Person and interest on the Notes ability of the Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according exceptions. The Company must annually report to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Trustee on a senior secured basis pursuant to the terms of the Indenturecompliance with such limitations.

Appears in 1 contract

Sources: Indenture (Anchor Glass Container Corp /New)

Indenture. The Issuers Issuer issued the Notes PPNs under an Indenture dated as of [•] April 7, 2021 (the “Indenture”), among between the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes PPNs include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes PPNs are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes PPNs limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The PPNs are unsecured, unsubordinated (except as set forth in the Indenture with respect to the Series A Notes are senior secured and the Series B Notes) and limited recourse obligations of the IssuersIssuer. This Note PPN is one of the Initial Notes referred to in the Indenture. The Notes PPNs include the Initial Notes, PPNs (as defined in the Indenture) and any Additional Notes and any PIK Notesof this Series (the “Additional PPNs”). The Initial Notes, PPNs and any Additional Notes and any PIK Notes PPNs are treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional PPNs are not fungible with the Initial PPNs for U.S. Federal income tax purposes, the Additional PPNs will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Emergent Capital, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] March 25, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$600,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] June 5, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] April 29, 2025 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (QXO, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of [•] August 6, 2025 (the “Indenture”), among the Company, the Co-IssuerSubsidiary Guarantors identified therein, the Subsidiary Guarantors party thereto Trustee and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedNotes Collateral Agent. The terms of the Notes include those stated in the Indenture Indenture. Capitalized terms used herein and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured second lien obligations of the IssuersCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations pursuant to of the terms of Company under the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Notes on a senior secured second lien basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (E.W. SCRIPPS Co)

Indenture. The Issuers Issuer issued the 2019 Notes under an Indenture dated as of [•] April 5, 2011 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the 2019 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2019 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2019 Notes are senior secured unsecured obligations of the IssuersIssuer. This 2019 Note is one of the Initial 2019 Notes referred to in the Indenture. The 2019 Notes include the Initial Notes, any Additional 2019 Notes and any PIK NotesExchange 2019 Notes issued in exchange for Initial 2019 Notes pursuant to the Indenture. The Initial Notes, any Additional 2019 Notes and any PIK Exchange 2019 Notes, together with the Initial 2021 Notes and any Exchange 2021 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2019 Notes and all other amounts payable by the Issuers Issuer under the Indenture and the 2019 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2019 Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers Company issued the Dollar Notes under an Indenture dated as of [•] June 9, 2015 (the “Indenture”), among the Company, Company and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Dollar Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Dollar Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Dollar Notes referred to in the Indenture. Indenture.]3 The Dollar Notes include the Initial Notes, any Additional Dollar Notes and any PIK Additional Dollar Notes. The Initial Notes, any Additional Dollar Notes and any PIK Additional Dollar Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Dollar Notes are not fungible with the Initial Dollar Notes for U.S. federal income tax purposes, the Additional Dollar Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Indenture. The Issuers issued the Notes under an the Indenture dated as of [•] August 11, 2016 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The Deutsche Bank of New York MellonTrust Company Americas, as trustee and as collateral agent. Capitalized terms used herein are used as defined in Trustee (the Indenture, unless otherwise indicated“Trustee”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to In the extent that any provision event of a conflict, the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens incur Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Senior Indenture (NXP Semiconductors N.V.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] February 23, 2015 (the “Indenture”), among between the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Exchange Notes. The Initial Notes, any Additional Notes and any PIK Exchange Notes are shall be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Dollar Tree Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] March 15, 2021 (the “Indenture”), among between the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each direct and indirect Domestic Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (TopBuild Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•[ ] 2009 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Parent Guarantor and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Harrahs Entertainment Inc)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] February 6, 2023 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto from time to time, the Trustee and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedCollateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Subsidiary Guarantors have Indenture will unconditionally guaranteed guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Caesars Entertainment, Inc.)

Indenture. The Issuers issued the Notes under an Indenture indenture dated as of [•] issue date], 2023 (the “Indenture”), among the CompanyIssuers and Wilmington Savings Fund Society, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York MellonFSB, as trustee and as collateral agent(the “Trustee”). Capitalized terms used herein are used as Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Act. The terms of the Notes include those stated Terms defined in the IndentureTrust Indenture Act, either directly or by reference therein, or which are by reference therein defined in the U.S. Securities Act and not defined herein have the meanings ascribed thereto in the Trust Indenture Act and in the U.S. Securities Act, as applicable. The Notes are subject to all terms such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and the holders (as defined in the Indenture) are referred be controlling. Additionally, this Note is subject to the provisions of the Trust Indenture for a statement Act that are required to be part of this Note and is, to the extent applicable, governed by such terms and provisions. If provisions and, if and to the extent that any provision of the Notes hereof or thereof limits, qualifies or conflicts with any mandatory provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Note, the Trust Indenture Act provision shall control (and notwithstanding any provisions of the Indenture, such provision of any supplemental indenture or this Note to the Indenture shall controlcontrary). The Notes are senior secured unsecured obligations of the Issuers. This Note is one Issuers and are issued in an initial aggregate principal amount at Maturity of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture$[principal amount]. The Indenture imposes certain limitations on the ability Issuers and their Affiliates, including, without limitation, limitations on the incurrence of indebtedness and issuance of stock, the payment of dividends and other payment restrictions affecting the Company and its Subsidiaries, the sale of assets, transactions with and among Affiliates of the Subsidiaries, change of control and Liens. This Note is one of a duly authorized issue of notes of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesdesignated as their 10.50% Senior Notes due 2028. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according entitled to the terms of the issue Additional Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms Section 2.15 of the Indenture.

Appears in 1 contract

Sources: Indenture (Difl Us Ii LLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] February 15, 2013 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Parent Guarantor and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (CAESARS ENTERTAINMENT Corp)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] August 25, 2016 (the “Indenture”), among the Company, Company and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Indenture. The Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the immediately preceding paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers issued will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes, including, without limitation, the holders of the 9 3/4% Notes, containing provisions similar to those set forth in this Indenture relating to the Notes under an Indenture dated as with respect to offers to purchase or redeem with the proceeds of [•] (sales of assets to purchase the “Indenture”), among maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedExcess Proceeds. The terms offer price in any Asset Sale Offer will be equal to 100% of the Notes include those stated in the Indenture principal amount plus accrued and those made part of the Indenture by reference unpaid interest and Liquidated Damages, if any, to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture (Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the “TIA”)aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The terms Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes include those stated in pursuant to an Asset Sale Offer. To the Indenture. The Notes are subject to all terms and extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indentureindenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the holders (as defined in the Indenture) are referred to the Asset Sale provisions of this Indenture for a statement by virtue of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indentureconflict.

Appears in 1 contract

Sources: Indenture (Insight Communications Co Inc)

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture dated as of [•] June 27,2008 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2015 Notes are senior secured unsecured obligations of the IssuersIssuer. This 2015 Note is one of the Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial Notes, any Additional 2015 Notes and any PIK NotesExchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial Notes, any Additional 2015 Notes and any PIK Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2015 Notes and all other amounts payable by the Issuers Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] April 24, 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture Issue Date (the “TIAAct”). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of in the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes are general unsecured senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The aggregate principal amount of Notes include the Initial Notes, any Additional Notes that may be authenticated and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities delivered under the IndentureIndenture is unlimited. The Indenture imposes certain limitations limitations, among other things, on the ability of the Issuers Company and the Restricted Subsidiaries toto make Investments; incur additional Indebtedness or issue Preferred Stock, among other things, make create certain Investments and other Restricted Payments, Incur Indebtedness, Liens; sell assets; enter into consensual restrictions upon agreements that restrict dividends or other payments from the payment of certain dividends and distributions by such Restricted Subsidiaries; consolidate, issue merge or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe assets of the Company and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted Subsidiaries. To guarantee the due and punctual payment of the principal of, premium, if any, on, and interest on and Special Interest, if any, on, the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee Guarantors, will unconditionally guarantee the Guaranteed Obligations guarantee), jointly and severally, such obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mariner Energy Resources, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] ], 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee)) and Deutsche Bank Trust Company Americas, among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of a New York Mellonbanking corporation, as trustee authenticating agent, registrar and as collateral paying agent. Capitalized terms used herein are used as defined in The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture, unless otherwise indicated. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIATrust Indenture Act”). The terms Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes include those stated of this series are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Registrar and the holders (as defined in the Indenture) are referred to the Indenture for Trustee may require a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toHolder, among other things, make certain Investments to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon date determined for the payment of certain dividends interest), and distributions by ending on such Restricted Subsidiariesmailing date or Interest Payment Date, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Delphi Trade Management, LLC)

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture dated as of [•] January 28, 2005 (the “Indenture”"INDENTURE"), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Guarantor named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”"T▇▇"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2013 Notes are senior secured unsecured obligations of the IssuersIssuer. This 2013 Note is one of the Initial Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes, any Additional Exchange 2015 Notes, the Initial Floating Rate Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2013 Notes and all other amounts payable by the Issuers Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] July 18, 2008 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat CORP)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] September 30, 2010 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] July 5, 2017 (the “Indenture”), among between the Company, Company and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) ), as amended and as in effect on the date of the Indenture (the “TIATrust Indenture Act”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersCompany. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes, Indenture) and any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. To the extent any provision of this Note conflicts with the express provision of the Indenture, the provisions of the Indenture shall govern and be controlling.

Appears in 1 contract

Sources: Indenture (Verisign Inc/Ca)

Indenture. Note Guarantee The Issuers issued the Notes under an Indenture Indenture, dated as of [•] November 7, 2023 (as amended and supplemented from time to time, the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto from time to time, the Trustee, the Paying Agent, the Transfer Agent, the Registrar and The Bank of New York MellonWilmington Trust (London) Limited, as trustee and as collateral security agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Noteholders are referred to the Indenture for a statement of such terms and provisionsthose terms. If This Note is guaranteed by the Guarantors, as and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to set forth in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtednesspay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor the Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise Dispose of all or substantially all of their propertythe Property of the Issuers or the Guarantors. To guarantee the due and punctual payment extent permitted by applicable law, in the event of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any inconsistency between the terms of the Notes Note and the terms of the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indentureshall control.

Appears in 1 contract

Sources: Indenture (Borr Drilling LTD)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] August 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] February 19, 2014 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Hospitality Distribution Inc)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] March 3, 2003 (the "Indenture"), among the CompanyIssuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., SCG International Development LLC, Semiconductor Components Industries of Rhode Island, Inc. and Semiconductor Components Industries International of Rhode Island, Inc. (collectively, the Co-Issuer, "Guarantors") and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "TIA"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Original Notes, any the Additional Notes and any PIK NotesExchange Notes and Private Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Original Notes, any the Additional Notes and any PIK Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Notes, the Note Guarantees and all other Obligations of the Issuers and the Guarantors are secured on a first-priority basis by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture and the Collateral Sharing Agreement, and such Liens are equal and ratable with any and all Liens at any time granted to secure Credit Agreement Obligations.

Appears in 1 contract

Sources: Indenture (On Semiconductor Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] July 1, 2008 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] October 2, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$500,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] May 29, 2025 (the “Indenture”), among the Company, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Restricted Subsidiary of the Company that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Enpro Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] September 30, 2010 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor of the Issuer that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (TII Smart Solutions, Sociedad Anonima)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] August 22, 2012 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Parent Guarantor and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (CAESARS ENTERTAINMENT Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] April 25, 2018 (the “Indenture”), among between the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To From and after the Escrow Release Date, the Guarantors (including each direct and indirect Domestic Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (TopBuild Corp)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] September 26, 2017 (the “Indenture”), among the Company, the Co-Issuer, Trustee and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthereto. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To From and after the Issue Date, the Guarantors (including each Restricted Subsidiary of the Company that is not a Foreign Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Wabash National Corp /De)

Indenture. The Issuers issued the Notes under an the Indenture dated as of [•] October 12, 2006 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The Deutsche Bank of New York MellonTrust Company Americas, as trustee and as collateral agent. Capitalized terms used herein are used as defined in Trustee (the Indenture, unless otherwise indicated“Trustee “). The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to In the extent that any provision event of a conflict, the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens incur Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Senior Unsecured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] April 13, 2016 (the “Indenture”), among the CompanyWestern Digital Corporation, the Co-IssuerInitial Guarantors, the Subsidiary Guarantors party thereto Trustee and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or any Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled, subject to its compliance with Section 4.03 and Section 4.13 of the Initial Indenture, to issue Additional Notes referred pursuant to in Section 2.13 of the Indenture. The Notes include issued on the Initial Notes, Issue Date and any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or Incur incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertyits assets. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Initial Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture will jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally severally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Western Digital Corp)

Indenture. The Issuers issued Collateral is held by the Notes under an Indenture dated Mortgagee as of [•] (security, in part, for the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedEquipment Notes. The terms provisions of the Notes include those stated in the Indenture and those made part of the Indenture by reference this Equipment Note are subject to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date Related Indentures. Reference is hereby made to the Trust Indenture and the Related Indentures for a complete statement of the Indenture (the “TIA”). The terms rights and obligations of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indentureholder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) are referred in respect of [Series A Equipment Notes and Related Series A Equipment Notes]8 [Series A Equipment Notes, Series B Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]9, and certain other Secured Obligations, and this Equipment Note is issued subject to the Indenture for a statement of such terms and provisions. If The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to subordination as provided in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Trust Indenture and (c) appoints the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.Mortgagee his attorney-in-fact for such purpose.]10 _______________

Appears in 1 contract

Sources: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] ], 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee)) and Deutsche Bank Trust Company Americas, among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of a New York Mellonbanking corporation, as trustee authenticating agent, registrar and as collateral paying agent. Capitalized terms used herein are used as defined in The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture, unless otherwise indicated. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIATrust Indenture Act”). The terms Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes include those stated of this series are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Registrar and the holders (as defined in the Indenture) are referred to the Indenture for Trustee may require a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toHolder, among other things, make certain Investments to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon date determined for the payment of certain dividends interest), and distributions by ending on such Restricted Subsidiariesmailing date or Interest Payment Date, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Aptiv Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] July 10, 2018 (the “Indenture”), among the CompanyParent, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the [Initial Notes Notes] [Additional Notes] referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers IssuersParent and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers IssuersParent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of any of the Parent, the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Stars Group Inc.)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [•] February 13, 2023 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain pay dividends and distributions by such Restricted Subsidiariesother distributions, incur Indebtedness, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] March 4, 2005 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured subordinated unsecured obligations of the Issuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any the Additional Notes and any PIK NotesExchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Rural Metro Corp /De/)

Indenture. The Issuers issued the Notes under an the Indenture dated as of [•] July 20, 2010 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The thereto, Deutsche Bank of New York MellonTrust Company Americas, as trustee Trustee (the “Trustee”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Global Collateral Agent, and Mizuho Corporate Bank, Ltd., as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTaiwan Collateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to In the extent that any provision event of a conflict, the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens incur Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Senior Secured Indenture (NXP Semiconductors N.V.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] November , 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture Issue Date (the “TIA”"Act"). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms in the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision provisions of the Indenture shall controlgovern and be controlling. The Notes are general unsecured senior secured obligations of the Issuers. This Note is one The aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes that may be authenticated and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities delivered under the IndentureIndenture is limited to an aggregate principal amount at maturity of $350,000,000, subject to the Issuers' ability to issue Additional Notes. The Indenture imposes certain limitations limitations, among other things, on the ability of the Issuers and their Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries toSubsidiaries; consolidate, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue merge or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of the Issuers and their propertyRestricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. To guarantee the due and punctual payment of the principal of, interest and interest on premium and Special Interest, if any, on, the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee Guarantors, will unconditionally guarantee the Guaranteed Obligations on a senior secured basis guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Tronox Inc)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of [•] November 9, 2021, (the “Indenture”), among the Company, ▇▇▇▇ TV and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture Indenture. Capitalized terms used herein and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations pursuant to of the terms of Company under the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Notes on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Gray Television Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] November 17, 2020 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each direct and indirect Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Interface Inc)

Indenture. The Issuers This Security is one of a duly authorized issue of debt securities of the Corporation designated as its “9 1/2% Debentures due 2016” (herein called the “Securities”) limited in aggregate principal amount at Stated Maturity to $125,000,000 issued the Notes under an Indenture indenture dated as of [•] July 31, 1996 (as amended from time to time, the “Indenture”), among ) between the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Corporation and The Bank of New York MellonYork, as trustee and as collateral agent. Capitalized terms used herein are used as defined in (the “Trustee,” which term includes any successor Trustee under the Indenture), unless otherwise indicatedto which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee and each Holder of Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The summary of the terms of the Notes include those stated in the Indenture this Security contained herein does not purport to be complete and those made part of the Indenture is qualified by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes All terms used in this Security which are subject not defined herein shall have the meanings assigned to all terms and provisions of the Indenture, and the holders (as defined them in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Corporation and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, enter into certain Sale and Leaseback Transactions, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor Corporation to amalgamate, consolidate or merge with or into any other Person Person, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of their property. To guarantee the due and punctual payment Property of the principal Corporation to any other Person. After the Corporation has reached Investment Grade Status, and interest on notwithstanding that the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according rating assigned to the terms Corporation may later cease to be an Investment Grade Rating by either of the Notes and the IndentureRating Agencies or both, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant Corporation and its Restricted Subsidiaries will be released from their obligations to the terms comply with certain of the Indenture limitations referred to above. However, the Corporation and any Subsidiary Guarantor that executes a Subsidiary Guarantee its Restricted Subsidiaries will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant remain obligated to the terms comply with certain other of the Indenturesuch limitations upon reaching Investment Grade Status.

Appears in 1 contract

Sources: Indenture (Domtar CORP)

Indenture. The Issuers Issuer and Holdings issued the Notes under an Indenture dated as of [•] February 11, 2005 (the “Indenture”), among the Company, the Co-Issuer, Holdings and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer and Holdings. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer, Holdings and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of [•] April 11, 2017 (the “Indenture”), among the Company, LATAM Airlines Group S.A., as guarantor (the Co-Issuer“Guarantor”), the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIATrustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the “Agents” and each individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred . Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such terms the respective rights, limitations of rights, duties and provisions. If immunities thereunder of the Company, the Trustee, each Agent and to the extent that any provision Holders of the Notes limitsand the terms upon which the Notes, qualifies or conflicts with a provision of are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, such provision . Copies of the Indenture and each Global Note shall controlbe available for inspection at the offices of the Trustee and each Paying Agent. The Notes are senior secured obligations Company may from time to time, without the consent of the IssuersHolders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. This Note is one of the Initial [Initial] 1[Additional] 2 Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Issue Date and any Additional Notes and any PIK Notesissued in accordance with Section 2.14 of the Indenture. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales1 Include if Initial Note. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture2 Include if Additional Note.

Appears in 1 contract

Sources: Indenture (Latam Airlines Group S.A.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] February 23, 2015 (the “Indenture”), among between the Company, Issuer and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are will be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Dollar Tree Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] July 3, 2006 (the “Indenture”"INDENTURE"), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto Guarantor named therein and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”th▇ "▇▇A"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] March 1, 2021 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior obligations of the Issuer, and following the Escrow Release Date, will be senior secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Adtalem Global Education Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] October 6, 2025 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Indenture. The Issuers issued the 2025 Notes under an Indenture dated as of [•] April 15, 2015 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The 2025 Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the 2025 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2025 Notes are senior secured unsecured, unsubordinated obligations of the Issuers. This 2025 Note is one of the Initial 2025 Notes referred to in the Indenture. The 2025 Notes include the Initial Notes, any Additional 2025 Notes and any PIK Additional 2025 Notes. The Initial Notes, any Additional 2025 Notes and any PIK Additional 2025 Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional 2025 Notes are not fungible with the Initial 2025 Notes for U.S. federal income tax purposes, the Additional 2025 Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] February 22, 2019 (the “Indenture”), among the Company, Company and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.](3) The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] _____________, 2004 (the "Indenture"), among the Company, and the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "TIA"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Note are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes Note are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the IndentureCompany. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertythe property of the Company. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest interest, if any, on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Note, the Note Guarantees and all other Obligations of the Company and the Guarantors are secured on a second-priority basis by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture.

Appears in 1 contract

Sources: Indenture (Reptron Electronics Inc)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] March 4, 2005 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured subordinated unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Exchange Notes issued in exchange for Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Rural Metro Corp /De/)

Indenture. The Issuers Company issued the Floating Rate Notes under an Indenture Indenture, dated as of [•] March 30, 2017 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellonfrom time to time, Wilmington Trust, National Association, as trustee (the “Trustee”), the Paying Agent and as collateral agentthe Registrar. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Floating Rate Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Floating Rate Notes are senior secured obligations of the Issuers. This Floating Rate Note is one of the Initial Original Floating Rate Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Original Floating Rate Notes and any PIK Additional Floating Rate Notes. The Initial Notes, any Additional Original Floating Rate Notes and any PIK Additional Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Floating Rate Notes and all other amounts payable by the Issuers under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant party to the terms of the Indenture from time to time will, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Tenneco Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] December 16, 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIATrust Indenture Act”). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Noteholders are referred to the Indenture for a statement of such terms and provisionsthose terms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Issue Date and any Additional Notes and any PIK Notesissued in accordance with Section 2.13 of the Indenture. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuers Issuer and the its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of Subsidiaries to pay certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of certain Capital Stock of (v) the Issuers Issuer and such its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or Incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on other encumbrances securing indebtedness and (vii) the ability Issuer to enter into mergers, consolidations or sales of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their propertyits assets. To guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of extent provided in the Indenture.

Appears in 1 contract

Sources: Indenture (Hess Midstream Partners LP)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] March 21, 2024 (the “Indenture”), among the Issuer, Alcoa Corporation (the “Company”), the Co-Issuera Delaware corporation, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Notes referred to in the Indenture. The Original Notes include the Initial Notes, and any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company, the Issuer and the Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of the Issuers Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] July 10, 2018 (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the [Initial Notes Notes] [Additional Notes] referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of any of the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Stars Group Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] ], 2020 (the “Indenture”), among the CompanyIssuers, the Co-IssuerGuarantors party thereto, the Subsidiary Guarantors party thereto First Lien Trustee and The Bank of New York Mellon, as trustee and as collateral agentthe First Lien Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, Notes and any Additional Notes and any PIK Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Exchange Agreement (Mallinckrodt PLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [•] October 3, 2016 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon[•], as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Exchange Agreement (Stone Energy Corp)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [•] October 9, 2020 (the “Indenture”), among the CompanyIssuers, the Co-Issuer, Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agentTrustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain pay dividends and distributions by such Restricted Subsidiariesother distributions, incur Indebtedness, issue or sell shares of certain Capital Stock capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Southeastern Grocers, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [•] January 12, 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”)Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,750,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. This Note is one of Holders, the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Issuer may issue Additional Notes and any PIK Notes. The Initial Notes, any Additional All Notes and any PIK Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and the Restricted Subsidiaries toon, among other things, the ability of the Issuer and its Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of their propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [•] July 22, 2002 (the "Indenture"), among the Company, the Co-Issuer, Note Guarantors and the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "TIA"). The terms of Terms defined in the Notes include those stated Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured subordinated unsecured obligations of the IssuersCompany. This Note is one of the Initial [Original][Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, any the Additional Notes and any PIK NotesExchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Original Notes, any the Additional Notes and any PIK Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal principal, interest and interest Additional Interest, if any, on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Berry Plastics Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of [•] November 29, 2016 (the “Indenture”), among the Company, the Co-IssuerIssuers, the Subsidiary Guarantors party thereto Guarantors, the Trustee and The Bank of New York Mellon, as trustee and as collateral agentthe Notes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Additional Notes. The Initial Notes, any Additional Notes and any PIK Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock capital stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations Obligations, which such Subsidiary Guarantees shall be on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (EP Energy Corp)