Indenture. The Issuer issued the Securities under an Indenture dated as of November 9, 2017 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the 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 Securities 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. The Securities are senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Constellium N.V.), Indenture (Constellium N.V.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9October 11, 2017 2013 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Indenture. The Issuer Obligor issued the Securities this 2013 Senior Note under an Indenture dated as of November 9October 24, 2017 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of July 20, 2010 (the “Fourth Supplemental Indenture and, together with the Base Indenture, the “Indenture”), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Obligor and the Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities this 2013 Senior Note 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 in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are This 2013 Senior Note is 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. The Securities are In the event of a conflict between any provision of this 2013 Senior Note and the Indenture, the Indenture shall govern such provision. This 2013 Senior Note is a senior unsecured obligations obligation of the Issuer. This Security is Obligor of which an unlimited aggregate principal amount may be at any one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenturetime Outstanding. The Indenture imposes certain limitations on the ability of the Issuer Obligor and 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 Capital Stock of the Issuer 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 Issuer and each Guarantor Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Agilent Technologies Inc), Fourth Supplemental Indenture (Agilent Technologies Inc)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9April 17, 2017 2013 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Athlon Energy Inc.), Indenture (Athlon Energy Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9March 4, 2017 2005 (the “"Indenture”"), among the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, the Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its the Issuer's 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 Capital Stock capital stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured 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 Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9May 2, 2017 2016 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are second-priority senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer 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 Issuer 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 its their property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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 second-priority senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (ADT, Inc.), Indenture (ADT, Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9September 27, 2017 2016 (the “Indenture”), among the Issuer, the Guarantors party thereto Alcoa Upstream Corporation (the “GuarantorsCompany”) ), a Delaware corporation, and the Trustee. The terms of the 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 Securities Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. The Securities Notes are senior unsecured obligations of the Issuer. This Security is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Original Securities referred to in the Indenture. The Securities include the Original Securities Notes of a Series and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes of such Series shall be treated as a single series class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company, the Issuer and its 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 assets; create liens on assets to secure debt; enter into certain transactions with affiliates; and other Restricted Payments, pay restrict 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salespayments. The Indenture also imposes limitations on the ability of the Company, the Issuer and each Guarantor the Subsidiary Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations on a senior 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 Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9, 2017 [•] (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 “Guarantors”) and the TrusteeIndenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any issued Add-On SecuritiesPIK Notes. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities PIK Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, 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 Issuer 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 Issuer 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 its their property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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 unsecured secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9October 11, 2017 2013 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Indenture. The Issuer issued the Securities Notes under an Indenture the Indenture, dated as of November 9December 23, 2017 2024 (the “Indenture”), among the Issuer, the Note Guarantors party thereto (the “Guarantors”) and the Trustee, as trustee and notes collateral agent. The terms of the Securities 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 Securities 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.13 of the Original Securities referred Indenture, subject to in Sections 4.06 and 4.10 of the Indenture. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes shall be treated as a single series class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured (except as otherwise specified in the Applicable Intercreditor Arrangements) secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Graftech International LTD), Indenture (Graftech International LTD)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9October 24, 2017 2014 (the “Indenture”), among the IssuerCompany, the Note Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the IssuerCompany. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its the 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 Capital Stock of the Issuer 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 Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture Indenture, dated as of November 9July 23, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuer, the Note Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) 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 provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Securities Notes are senior unsecured general secured obligations of the IssuerIssuer limited to $250,000,000 aggregate principal amount. This Security is one of the Original Securities referred to The Notes are secured as set forth in the IndentureIndenture and the Collateral Documents. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are All Notes will be treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Issuer’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, [Names of Guarantors] have fully and unconditionally guaranteed (and each future Restricted Subsidiary party to a Collateral Document (other than in respect of the Guarantors haveCapital Stock at Comegua), will fully and unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis 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 or fraudulent transfer under federal or state law.
Appears in 2 contracts
Sources: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9March 13, 2017 2020 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security is one of The Notes include the Original Securities referred to in the IndentureInitial Notes and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the 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 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 Issuer Company issued the Securities Notes under an Indenture dated as of November 9May 22, 2017 2014 (the “Indenture”), among the IssuerCompany, the Initial Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Company’s option, be treated as a single series 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 Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Rayonier Advanced Materials Inc.), Indenture (Rayonier Inc)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 922, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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 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 provisionsbe controlling. The Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes issued on the Issue Date and any Additional Notes issued Add-On Securitiesin accordance with Section 2.13 of the Indenture. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer Company and its Restricted Subsidiaries toto incur secured indebtedness, among other things(ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain Investments restricted payments, (iv) the Company and other its Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon Subsidiaries to consummate certain asset dispositions (v) the payment Company to dispose of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares a majority of Capital Stock of its ownership interests in the Issuer and such Restricted Subsidiaries, enter into MLP General Partner or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability MLP General Partner to dispose of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment assets or a majority of the principal IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and interest on enter into mergers and (vii) the Securities and Issuers to enter into mergers, consolidations or sales of all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according substantially all of their assets. The Notes are guaranteed to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured 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 Issuer issued the Securities Notes under an Indenture dated as of November 9[ ], 2017 2014 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its the 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 Capital Stock of the 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 Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9September 30, 2017 2019 (the “Indenture”as amended, restated, modified or supplemented from time to time), among the IssuerCompany, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsubordinated unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the IndentureCompany. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer 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 its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsubordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Qorvo, Inc.), Supplemental Indenture (Qorvo, Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9February 7, 2017 2024 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the TrusteeWilmington Trust, National Association, as trustee and collateral agent. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured secured obligations of the Issuer. [This Security Note is one of the Original Securities Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, 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 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, 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 unsecured secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9October 6, 2017 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of November 9April 29, 2017 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Issuerrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors party thereto (the “Guarantors”) Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of the Securities include those stated in securities under the Indenture. Terms All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Securities 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 (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Securities are senior unsecured obligations no provisions of this Note or of the Issuer. This Security is one Indenture shall alter or impair the obligation of the Original Securities referred Company, which is absolute and unconditional, to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Securities times, place, and all other amounts payable by rate, and in the Issuer under the Indenture and the Securities 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 Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indentureherein prescribed.
Appears in 2 contracts
Sources: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Indenture. The Issuer issued the Securities Notes under an the Indenture dated as of November 9March 29, 2017 2021 (the “Indenture”), ) among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the 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 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 provisionsbe controlling. The Securities Notes are unsecured senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Additional Notes issued Add-On Securitiesin exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on 1 Date to be used for Initial Notes; date to be revised as appropriate in the ability case of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureAdditional Notes.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Indenture. The Issuer Company issued the Securities 2016 Notes under an Indenture dated as of November 920, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms such terms, and Noteholders 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, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security The Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities the Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer leaseback transactions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Notes are guaranteed to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of extent provided in the Indenture.
Appears in 2 contracts
Sources: Indenture (Reliance Steel & Aluminum Co), Security Agreement (Reliance Steel & Aluminum Co)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 93, 2017 2016 (the “Indenture”), among the Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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 unsecured basis basis, pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)
Indenture. The Issuer Issuers issued the Securities under an Indenture dated as of November 9February 5, 2017 2020 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the 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 Securities 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. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuerIssuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include On and after the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under Issue Date, the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock capital stock of the Issuer Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9December 21, 2017 2004 (the “Indenture”), among the IssuerCompany, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities Notes include the Original Securities Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Notes and any Add-On Securities are treated as a single Additional Notes shall be part of the same series of securities under 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 issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Issuer Company and 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, pay dividends and other distributions, 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 Capital Stock of the Issuer and such Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 its propertytheir property 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 Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Otelco Inc.), Indenture (Otelco Telecommunications LLC)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9June 16, 2017 2022 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (thereto, the “Guarantors”) Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured secured, unsubordinated obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuers’ option, be treated as a single series 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 Issuer Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, 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 Issuer Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9, 2017 [●] (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the “Guarantors”) and the TrusteeIndenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured secured obligations of the IssuerIssuers. [This Security Note is one of the Original Securities Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, 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 Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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 unsecured 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 Issuer issued the Securities Notes under an Indenture dated as of November 9March 4, 2017 2005 (the “"Indenture”"), among the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under in exchange for Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its the Issuer's 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured 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 Issuer Issuers issued the Securities Notes under an the Indenture dated as of November 9May 23, 2017 2016 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “GuarantorsTrustee”) and the Trustee). The terms of the Securities 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 Securities 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. In the event of a conflict, the terms of the Indenture control. The Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities include Notes and the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities Additional Notes are treated as a single series of securities class under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens 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 Issuer and each Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November October 9, 2017 2012 (the “Indenture”), among the IssuerCompany, the Guarantors party thereto subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”) ), and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Securities 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security Note is one of the Original Securities Initial Notes or Additional Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes or Additional Notes. The Original Securities and any Add-On Securities Initial Notes, Additional Notes, Exchange Notes are treated as a single series class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock of the Issuer 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 Issuer and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior unsecured secured second lien basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Issuer Notes are, and shall be, issued the Securities under an Indenture Indenture, dated as of November 9September 16, 2017 2013 (the “Indenture”), among the IssuerEmbraer Overseas Limited, the Guarantors party thereto Embraer S.A. and The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “GuarantorsTrustee”) and the Trustee). The terms of the Securities Notes include those stated in the Indenture. Terms The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Securities are subject Company may from time to all time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisions conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date thereof. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture, Indenture and any Exchange Notes issued in exchange for the Holders (as defined in the Indenture) are referred Initial Notes or Additional Notes pursuant to the Indenture for a statement and the Registration Rights Agreement, dated as of such terms September 16, 2013, among the Company, the Guarantor and provisionsthe Initial Purchasers (the "Registration Rights Agreement"). The Securities are senior unsecured obligations of Initial Notes, any Additional Notes and the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability creation of Liens by the Guarantor and the Company and consolidation, merger and certain other transactions involving the Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Subsidiaries, the maintenance of the Issuer existence of the Guarantor and its Restricted Subsidiaries toSubsidiaries, 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 taxes and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer claims 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according reporting requirements applicable to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureGuarantor.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Securities Senior Subordinated Notes under an Indenture dated as of November 9December 10, 2017 1998, as amended or supplemented from time to time (the “"Indenture”"), among the Issuer, the Guarantors party thereto (the “Guarantors”) Issuers and the Trustee. The terms of the Securities Senior Subordinated Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto in the IndentureTrust Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb). The Securities Senior Subordinated Notes are subject to all terms such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Senior Subordinated Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Senior Subordinated Notes are obligations of the Holders Issuers limited to $200.0 million in aggregate principal amount. Upon completion of the Reorganization, it is anticipated that (i) the Issuers will be (a) Avalon New England, (b) Avalon Finance and (c) Avalon Cable of Michigan LLC ("Avalon Michigan LLC"), as defined successor to Avalon Michigan, and (ii) Avalon Michigan will cease to obligated as an Issuer, but will become a guarantor of Avalon Michigan LLC's obligations under the Senior Subordinated Notes. The payment of principal of, and premium, if any, and interest on, and other Obligations evidenced by, the Senior Subordinated Notes will be subordinated in right of payment, as set forth in the Indenture) are referred , to the Indenture for a statement prior payment in full of such terms and provisions. The Securities are senior unsecured obligations all Senior Indebtedness whether outstanding on the date of the IssuerIndenture or thereafter incurred. This Security is one Each Holder of this Senior Subordinated Note, by accepting the Original Securities referred same, (i) agrees to such provisions, (ii) authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and (iii) appoints the Securities when Trustee to act as attorney-in-fact for any and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indentureall such purposes.
Appears in 1 contract
Sources: Indenture (Avalon Cable Finance Inc)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9July 16, 2017 (the “Indenture”)2018, among the IssuerCompany, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsubordinated unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the IndentureCompany. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer 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 its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsubordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (Qorvo, Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 3, 2017 2012 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture is qualified under the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are unsecured senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer 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 its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a an unsecured senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9February 1, 2017 2008 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9[●], 2017 2016 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities Notes include the Original Securities Notes and any Additional Notes issued Add-On Securitiespursuant to the Indenture. The Original Securities Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment There are no guarantors of the principal and interest Notes on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureIssue Date.
Appears in 1 contract
Sources: Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9March 8, 2017 1999 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuerCompany, the Note Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in 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 in effect on the date ------ of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. Each Noteholder 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 from time to the Indenture for a statement of such terms and provisionstime. The Securities Notes are general unsecured senior unsecured subordinated obligations of the IssuerCompany unlimited in aggregate principal amount; $100,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities include Initial Notes and the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are Exchange Notes will be treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries toSubsidiaries, among and Noteholders are referred to the Indenture for a statement of those limitations. The Company may, from time to time, subject to compliance with any other thingsapplicable provisions of the Indenture, make certain Investments without the consent of the Holders, create and other Restricted Payments, pay dividends issue pursuant to the Indenture additional Notes having terms and other distributions, incur Indebtedness, enter into consensual restrictions upon conditions identical to those of the Notes issued on the Issue Date ("Add-On Notes") (or the same except for the payment of certain dividends and distributions by interest accruing prior to the issue date of such Restricted SubsidiariesAdd-On Notes or except for the first payment of interest following the issue date of such Add-On Notes), issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiarieswhich Add-On Notes will be treated, enter into or permit certain transactions together with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or conveyOutstanding Notes, transfer or lease all or substantially all as a single issue of its propertysecurities. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest and Liquidated Damages, if any, on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors haveCompany's existing Domestic Restricted Subsidiaries have unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior unsecured subordinated basis pursuant to the terms of the Indenture. In addition, any future Domestic Restricted Subsidiaries of the Company (other than Special Purpose Financing Vehicles) are required pursuant to the terms of the Indenture to unconditionally guarantee the Notes on a senior subordinated basis by executing a supplemental indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9January 12, 2017 2007 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Holdings and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Except as otherwise provided in the Indenture, the Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9May 21, 2017 2003 (as it may be amended or supplemented from time to time in accordance with the “Indenture”terms thereof, the "INDENTURE"), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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 and the TIA for a statement of such terms and provisionsthose terms. The Securities Notes are unsecured senior unsecured obligations of the IssuerIssuer and are unlimited in aggregate principal amount, $200,000,000 of which are being offered on the Issue Date and Additional Notes may be issued after the Issue Date, subject to the limitations set forth in Section 4.3 of the Indenture. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Private Exchange Notes and Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement and the Additional Notes, if any. The Original Securities Initial Notes, the Private Exchange Notes, the Exchange Notes and any Add-On Securities the Additional Notes, if any, are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Issuer and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions 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 from Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Spectrasite Inc)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November February 9, 2017 2021 (the “Indenture”), among the Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis 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
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 14, 2017 2021 (the “Indenture”), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and not defined herein have as in effect on the meanings ascribed thereto in date of the IndentureIndenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuer’s option, be treated as a single series 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 Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Domestic Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Indenture. The Issuer issued the Securities Notes under an Indenture Indenture, dated as of November 9May 21, 2017 2007 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon (as successor to The Bank of New York), a New York banking corporation (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of March 26, 2013, between the Issuer and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. C. §§ 77aaa-77bbbb), as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Securities Notes are senior and unsecured obligations of the Issuer. This Security is one of The Notes include the Original Securities referred to in the Indentureinitial Notes and any additional Notes actually issued. The Securities include the Original Securities initial Notes and any additional Notes actually issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability incurrence of the Issuer Liens and its Restricted Subsidiaries to, among other things, make certain Investments sale 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain leaseback transactions with Affiliatesrespect to Principal Property and limits the Company’s ability to consolidate, create merge or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or conveytransfer, transfer or lease all or substantially all of its propertythe Company’s assets. To guarantee the due and punctual payment Each Holder, by accepting a Note, agrees to be bound by all of the principal terms and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms provisions of the Indenture. Any conflict between this Note and the Indenture will be governed by the Indenture.
Appears in 1 contract
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9August 25, 2017 2016 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Company and the Trustee. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. [This Security Note is one of the Original Securities Initial Notes referred to in the IndentureIndenture.]3 The Notes include the Initial Notes and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes may, at the Company’s option, be treated as a single series 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 Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9September 21, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms such terms, and Noteholders 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, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.13 of the Indenture and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities the Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer lease-back transactions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Notes are guaranteed to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of extent provided in the Indenture.
Appears in 1 contract
Sources: Indenture (Expedia, Inc.)
Indenture. The Issuer Company issued the Securities Floating Rate Notes under an Indenture Indenture, dated as of November 9March 30, 2017 (the “Indenture”), among the IssuerCompany, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee (the “GuarantorsTrustee”) ), the Paying Agent and the Trustee. The terms of the Securities include those stated in the IndentureRegistrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Floating Rate 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. The Securities Floating Rate Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Floating Rate Note is one of the Original Securities Floating Rate Notes referred to in the Indenture. The Securities Notes include the Original Securities Floating Rate Notes and any issued Add-On SecuritiesAdditional Floating Rate Notes. The Original Securities Floating Rate Notes and any Add-On Securities Additional Floating Rate Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock capital stock of the Issuer 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Floating Rate Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities 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 Securities Floating Rate Notes and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Tenneco Inc)
Indenture. The Issuer Notes are, and shall be, issued the Securities under an Indenture Indenture, dated as of November 9September 16, 2017 2013 (the “Indenture”), among the IssuerEmbraer Overseas Limited, the Guarantors party thereto Embraer S.A. and The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “GuarantorsTrustee”) and the Trustee). The terms of the Securities Notes include those stated in the Indenture. Terms The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Securities are subject Company may from time to all time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisions conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the Indenture, issue date thereof and the Holders (as defined first payment of interest thereon after the issue date thereof. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the Indenture) are referred to the Indenture for a statement of such terms and provisionspreviously outstanding Notes. The Securities are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities [Initial]* [Exchange]** Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities the Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability creation of Liens by the Guarantor and the Company and consolidation, merger and certain other transactions involving the Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Subsidiaries, the maintenance of the Issuer existence of the Guarantor and its Restricted Subsidiaries toSubsidiaries, 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 taxes and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer claims 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according reporting requirements applicable to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureGuarantor. * Include if Initial Note. ** Include if Exchange Note.
Appears in 1 contract
Sources: Indenture (Embraer S.A.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 928, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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 provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are general unsecured senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the IndentureIssuers. The Securities include the Original Securities aggregate principal amount of Notes that may be authenticated and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series 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 Issuer Issuers and its their Restricted Subsidiaries to, among other things, to make Investments; incur additional Indebtedness or issue Preferred Stock; create certain Investments and other Restricted Payments, pay dividends and other distributions, 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe assets of the Issuers and their 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, interest and interest on premium and Special Interest, if any, on, the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors havehave unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis such obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Tronox Inc)
Indenture. This Note is one of a duly authorized issue of Notes --------- of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $218,838,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture"), dated as of November 9August 12, 2017 1998, between Holdings and Bank of Montreal Trust Company, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Issuerrespective rights, limitations of rights, duties, obligations and immunities thereunder of Holdings, the Guarantors party thereto (the “Guarantors”) Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a single class of the Securities include those stated in securities under the Indenture. Terms All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Securities 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 (the "TIA"). Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to this Indenture and the Indenture TIA for a statement of such terms terms. No reference herein to this Indenture and provisions. The Securities are senior unsecured obligations no provisions of this Note or of the Issuer. This Security Indenture shall alter or impair the obligation of Holdings, which is one of the Original Securities referred absolute and unconditional, to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Securities times, place, and all other amounts payable by rate, and in the Issuer under the Indenture and the Securities 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 Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9June 10, 2017 2009 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Parent Guarantor and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9April 13, 2017 2016 (the “Indenture”), among the IssuerWestern Digital Corporation, the Guarantors party thereto (Initial Guarantors, the “Guarantors”) Trustee and the TrusteeCollateral Agent. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. To the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security is one The Issuer shall be entitled, subject to its compliance with Section 4.03 and Section 4.13 of the Original Securities referred Indenture, to in issue Additional Notes pursuant to Section 2.13 of the Indenture. The Securities include Notes issued on the Original Securities Issue Date and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes shall be treated as a single series class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Initial Guarantors have, will jointly and severally, unconditionally guaranteed severally guarantee the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Western Digital Corp)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9February 15, 2017 2013 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Parent Guarantor and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. provisions The Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9March 27, 2017 2015 (the “Indenture”), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Company and the Trustee. The terms of the Securities 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 in effect on the date of the Indenture, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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 Trust Indenture Act for a statement of such terms and provisions. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Original Securities referred to in the Indenture. The Securities include Original Notes (as defined in the Original Securities Indenture) and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes shall be treated as a single series class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock of the Issuer 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 Issuer and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9September 25, 2017 2025 (the “Indenture”), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and not defined herein have as in effect on the meanings ascribed thereto in date of the IndentureIndenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuer’s option, be treated as a single series 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 Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Domestic Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9July 15, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among between the Issuer, the Guarantors party thereto (the “Guarantors”) Company and the Trustee. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Trust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms such terms, and Noteholders 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, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security The Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any the Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities the Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer lease-back transactions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indentureconsolidations.
Appears in 1 contract
Sources: Indenture (Valspar Corp)
Indenture. The Issuer issued the Securities under an the Indenture dated as of November 9October 14, 2017 2016 (the “Indenture”), ) among the Issuer, the Guarantors guarantors that may be party thereto (from time to time, the “Guarantors”) Trustee and the TrusteeCollateral Agent. The terms of the 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 Securities 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 Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities are senior unsecured secured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Quotient LTD)
Indenture. The Issuer This Note is one of a duly authorized series of debt securities of Laboratory Corporation of America Holdings, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as the 4.550% Senior Notes due 2032 (the “Notes”) issued the Securities under an Indenture dated as of November 9September 23, 2017 2024 (the “Base Indenture”), between the Company and the Trustee, as supplemented by the Second Supplemental Indenture dated September 23, 2024 (the “Supplemental Indenture,” and collectively with the Base Indenture, the “Indenture”), among the IssuerCompany, Labcorp Holdings Inc., a Delaware corporation and the Guarantors party thereto parent holding company of the Company (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “GuarantorsParent Guarantor”) ), and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. The Securities Notes are senior general unsecured obligations of the IssuerCompany. This Security is one The Notes are fully, unconditionally and irrevocably guaranteed by the Parent Guarantor under the Supplemental Indenture (the “Guarantee”). The Company shall be entitled, without notice to or consent of the Original Securities referred Holders, to issue additional debt securities under the Indenture on the same terms and conditions as the Notes (except for the interest accrual date and first Interest Payment Date) in accordance with the Indenture. The Securities include the Original Securities Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are additional debt securities will be treated as a single series of debt securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments to create Liens on assets and other Restricted Payments, pay dividends engage in Sale 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 Capital Stock of the Issuer 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 contains a covenant that limits the ability of the Issuer Company’s Subsidiaries from incurring Indebtedness or issuing Preferred Stock. These covenants are subject to important exceptions and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenturequalifications.
Appears in 1 contract
Sources: Second Supplemental Indenture (Labcorp Holdings Inc.)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9October 4, 2017 (as may be amended and supplemented, the “Indenture”), among the IssuerCompany, the Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Company’s option, be treated as a single series 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 Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Company that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MULTI COLOR Corp)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture the indenture, dated as of November 9May [__], 2017 2023 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the IssuerIssuers, the Guarantors and the Affiliated Guarantors party thereto (the “Guarantors”) from time to time and the Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, the PIK Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes, the PIK Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Affiliated Guarantors, the Company and its Restricted their respective Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Affiliated Guarantors and Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer such Affiliated Guarantors 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 Company, the Co-Issuer and each Guarantor and Affiliated Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly any Guarantor and severally, Affiliated Guarantor that executes a Guarantee will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Restructuring Support Agreement (Exela Technologies, Inc.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9April 24, 2017 2012 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Issuer Issuers issued the Securities Notes under an the Indenture dated as of November 930, 2017 2021 (the “Indenture”), ) among the IssuerIssuers, the Guarantors party thereto (thereto, the “Guarantors”) Trustee and the TrusteeAgents. The terms of the Securities 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 Securities Notes are subject to all the 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 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 provisionsbe controlling. The Securities Notes are joint and several secured senior unsecured obligations of the IssuerIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Additional Notes issued Add-On Securitiesin exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the each Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Coty Inc.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9May 21, 2017 2024 (the “Indenture”), among the IssuerIssuers, ▇▇▇▇▇▇▇ Motion Inc., a Delaware corporation and the direct or indirect parent of each Issuer (“Holdings”), the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuers’ option, be treated as a single series of securities class 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 Holdings, the Issuer Issuers and its the other Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer 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 Holdings, the Issuer 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, Holdings and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any additional Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Garrett Motion Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9May 19, 2017 2011 (the “Indenture”), among the Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are second-priority senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securities. The Original Securities and in exchange for the Initial Notes or any Add-On Securities are treated as a single series of securities under Additional Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, each Subsidiary 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 second-priority senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Mariner, LLC)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9April 24, 2017 2012 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured secured basis from the Escrow Release Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 3, 2017 2012 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture is qualified under the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are unsecured senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchanges Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer 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 its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a an unsecured senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9October 17, 2017 2024 (the “Indenture”), among the IssuerCompany, the Subsidiary Guarantors party thereto (the “Guarantors”) from time to time and the Trustee. The terms of the Securities 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 Securities 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. The Securities Notes are senior unsecured obligations of the IssuerCompany. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Company’s option, be treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer 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 Issuer 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Guarantors have, jointly and severally, Indenture will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture Indenture, dated as of November 9[•], 2017 (the “Indenture”)20[•], among the Issuer, the Guarantors party thereto thereto, Wilmington Trust, National Association, as trustee (the “GuarantorsTrustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Securities Notes of this series include those stated in the Indenture. Terms defined in 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 not defined herein have the meanings ascribed thereto provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The 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 of Notes shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes 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 Securities 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. The Securities are senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its 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, pay dividends and other distributions, 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenturecase may be.
Appears in 1 contract
Indenture. The Issuer Partnership issued the Securities Notes under an Indenture dated as of November 9May 18, 2017 2011 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of May 18, 2011 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), ) among the IssuerPartnership, the Guarantors party Trustee and the subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”) and the Trustee). The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto in the IndentureTrust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Securities Notes are subject to all terms such terms, and Holders are referred to the Indenture and such Act for a statement of such 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 provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are senior unsecured obligations of the Issuer. This Security is one Partnership initially in aggregate principal amount of the Original Securities referred to in the Indenture$500 million. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series Partnership may issue an unlimited aggregate principal amount of securities Additional Notes under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and 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, interest accruing prior to the issue or sell shares of Capital Stock date) as the initial Notes) for all purposes of the Issuer Indenture, including waivers, amendments, redemptions 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 Issuer and each Guarantor offers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertypurchase. To guarantee secure the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Partnership under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Note Obligations under the Indenture and the Notes on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9September 28, 2017 2021 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Note Guarantors”) and , the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent. The terms of the Securities 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 Securities 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuer, the Company and its Restricted Manufacturing Subsidiaries to, among other things, make create or Incur certain Investments Liens 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset SalesSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of 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 the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Securities Notes has occurred and is continuing under the Indenture, the Guarantors have, jointly Company and severally, unconditionally guaranteed its Subsidiaries will not be subject to Section 4.11 of the Guaranteed Obligations on a senior unsecured basis pursuant Indenture with respect to the terms Notes. In addition, upon and following the Suspension Date, the Issuer may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Subsidiaries (other than Excluded Subsidiaries) shall again be subject to Section 4.11 of the IndentureIndenture 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
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9August 13, 2017 2012 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9August 13, 2017 2012 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 2, 2017 2024 (the “Indenture”), among the Issuer, Coronado Global Resources Inc. (the “Parent Guarantor”), the Subsidiary Guarantors party thereto (from time to time, the “Guarantors”) Trustee and the Priority Lien Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuer, the Parent Guarantor and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer Issuer, the Parent Guarantor and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset SalesDisposition. The Indenture also imposes limitations on the ability of the Issuer Issuer, the Parent Guarantor and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Parent Guarantor and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture, the Parent Guarantor’s Parent Guarantee and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis secured basis, pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Company issued the Securities Euro Notes under an Indenture dated as of November June 9, 2017 2015 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Company and the Trustee. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities Euro 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 Euro Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Securities Euro Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. [This Security Note is one of the Original Securities Initial Euro Notes referred to in the IndentureIndenture.]6 The Notes include the Initial Euro Notes and any Additional Euro Notes. The Securities include the Original Securities Initial Euro Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Euro Notes may, at the Company’s option, be treated as a single series class of securities for all purposes under the Indenture, including, without 6 For Initial Notes. limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Euro Notes are not fungible with the Initial Euro Notes for U.S. federal income tax purposes, the Additional Euro Notes will have a separate CUSIP number, ISIN and/or Common Code, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Indenture. The Issuer Company issued the Securities Notes under an the Indenture dated as of November 9June 16, 2017 2021 (the “Indenture”), ) among the IssuerCompany, the Guarantors party thereto (thereto, the “Guarantors”) Trustee and the TrusteeAgents. The terms of the Securities 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 Securities Notes are subject to all the 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 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 provisionsbe controlling. The Securities Notes are secured senior unsecured obligations of the IssuerCompany, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Additional Notes issued Add-On Securitiesin exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Coty Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9August 16, 2017 2018 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the 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 Securities Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture; in the event of any conflict between this Note and the Indenture, the terms of the Indenture for a statement of such terms and provisionsshall govern. The Securities Notes and the Guarantees are unsecured obligations of the Issuer and the Guarantors, respectively. The Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Notes referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Issuer Issuers have issued the Securities Notes under an Indenture dated as of November 9January 29, 2017 2010 (the “Indenture”), ) among the IssuerIssuers, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all the 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 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 provisionsbe controlling. The Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations limita- a In the case of the Initial Notes. tions on the ability of the Issuer Issuers and its their 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 Capital Stock of the 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 Issuer Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9July 3, 2017 2006 (the “Indenture”"INDENTURE"), among the Issuer, the Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture 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 in effect on the date of the Indenture (th▇ "▇▇A"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9July 1, 2017 2008 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Holdings, Intelsat Bermuda and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9December 13, 2017 2023 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Company and the Trustee. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. [This Security Note is one of the Original Securities Initial Notes referred to in the IndentureIndenture.]3 The Notes include the Initial Notes and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes may, at the Company’s election, be treated as a single series 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, such Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Certain of these limitations will cease to apply from and after the due and punctual payment occurrence of a Fall-Away Event. Until the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms occurrence of the Securities and the Indenturea Fall-Away Event, the Guarantors have, jointly (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and severally, unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO, Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture Indenture, dated as of November 9[ ], 2017 2013 (the “Indenture”), among the Issuer, the Guarantors party thereto Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar, Transfer Agent and Conversion Agent, Deutsche Bank AG, London Branch as Polish Security Agent and TMF Trustee Limited as Security Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its Convertible Junior Secured Notes due 2018 (the “GuarantorsNotes”) and the Trustee. The terms of the Securities include those stated in the Indenture). Terms defined in the Indenture and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisionsthem. The Securities Notes are senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred The Notes are not limited in aggregate principal amount and PIK Notes may be issued from time to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities time under the Indenture. The Indenture imposes certain limitations , in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Notes that will be issued on the ability Issue Date will not exceed $200 million. Each Holder of the Issuer and its Restricted Subsidiaries toNotes, among other thingsby accepting a Note, 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 agrees to be bound by such Restricted Subsidiaries, issue or sell shares of Capital Stock all of the Issuer terms 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 provisions of the Issuer Indenture and each Guarantor the Security Documents, as the same may be amended from time to consolidate or merge with or into time. In the event of any other Person or conveyinconsistency between the terms of the Notes and the terms of the Indenture, transfer or lease all or substantially all the terms of its propertythe Indenture shall control and govern. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, each Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Latchey LTD)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9May 23, 2017 2018 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (Subsidiary Guarantors, the “Guarantors”) Trustee and the TrusteeNotes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (EP Energy Corp)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9, 2017 the [Issue Date] (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the 1 Insert if at the date of issuance of the Exchange Note any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company, the Issuer and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Company, the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9January 28, 2017 2020 (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 Securities Notes are second-priority senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer 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 Issuer 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 its their property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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 second-priority senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (ADT Inc.)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 20, 2017 2009 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Guarantor named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9January 12, 2017 2007 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) Holdings and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Except as otherwise provided in the Indenture, the Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9June 5, 2017 2013 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) named therein and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture is qualified under the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Except as otherwise provided in the Indenture, the Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the 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 its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9September 25, 2017 2002 (the “Original Indenture”), as supplemented by the Eighteenth Supplemental Indenture dated as of July 14, 2010 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, with respect to the Supplemental Indenture, the Guarantors party subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”) and the Trustee). The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto in the IndentureTrust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Securities Notes are subject to all terms such terms, and Holders are referred to the Indenture and such Act for a statement of such 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 provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities Notes are senior unsecured joint and several obligations of the Issuer. This Security is one Issuers initially in aggregate principal amount of the Original Securities referred to in the Indenture$400 million. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series Issuers may issue an unlimited aggregate principal amount of securities Additional Notes under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and 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, interest accruing prior to the issue or sell shares of Capital Stock date) as the initial Notes) for all purposes of the Issuer Indenture, including waivers, amendments, redemptions 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 Issuer and each Guarantor offers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertypurchase. To guarantee secure the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Note Obligations under the Indenture and the Notes on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Plains All American Pipeline Lp)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9September 30, 2017 2010 (the “Indenture”), among the Issuer, the Note Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary of the Issuer that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9September 26, 2017 2019 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuer’s option, be treated as a single series 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 Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture indenture dated as of November 9[issue date], 2017 2023 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto Guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “GuarantorsTrustee”) and the Trustee. The terms of the 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 terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Terms defined in the Trust 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 be controlling. Additionally, this Note is subject to the Holders provisions of the Trust Indenture Act that are required to be part of this Note and is, to the extent applicable, governed by such provisions and, if and to the extent that any provision 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 (as defined in and notwithstanding any provisions of the Indenture) are referred , any supplemental indenture or this Note to the Indenture for a statement of such terms and provisionscontrary). The Securities Notes are senior unsecured secured obligations of the Issuer. This Security is one Issuers and are issued in an initial aggregate principal amount at Maturity of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series 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 Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay payment of dividends and other distributions, incur Indebtedness, enter into consensual payment restrictions upon the payment of certain dividends affecting Holdings and distributions by such Restricted its Subsidiaries, issue or sell shares the sale of Capital Stock assets, transactions with and among Affiliates of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens change of control and make Asset SalesLiens. This Note is one of a duly authorized issue of notes of the Issuers designated as its 9.00% Senior Secured First Lien Notes due 2027. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same Issuers shall be due and payable, whether at maturity, by acceleration or otherwise, according entitled to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis issue Additional Notes pursuant to the terms Section 2.15 of the Indenture.
Appears in 1 contract
Sources: Indenture (Transact LTD)
Indenture. The Issuer issued the Securities SEK Notes under an Indenture indenture dated as of November 9[•], 2017 2025 (the “Indenture”), among among, inter alios, the Issuer, the Guarantors party thereto (the “Guarantors”) and Company, GLAS Trust Company LLC, as the Trustee, Principal Paying Agent, Registrar and Transfer Agent, and Nordic Trustee & Agency AB (publ), as Security Agent. The terms of the Securities SEK Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act. Terms defined in the Trust Indenture Act, either directly or by reference therein, or which are by reference therein defined in the Securities Act and not defined herein have the meanings ascribed thereto in the IndentureTrust Indenture Act and in the Securities Act, as applicable. The Securities SEK Notes are 8 To be included if Note is in Global Form. 9 To be included if Note is in Definitive Registered Form. 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 SEK Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture for a statement of such terms shall govern and provisionsbe controlling. The Securities SEK Notes are senior unsecured obligations of the Issuer. This Security Additionally, this SEK Note is one subject to the provisions of the Original Securities referred Trust Indenture Act that are required to in be part of this SEK Note and is, to the Indenture. The Securities include extent applicable, governed by such provisions and, if and to the Original Securities and extent that any issued Add-On Securities. The Original Securities and provision hereof or thereof limits, qualifies or conflicts with any Add-On Securities are treated as a single series mandatory provision of securities the Trust Indenture Act that is required under the Indenture. The Trust Indenture imposes certain limitations on Act to be a part of and govern this SEK Note, the ability Trust Indenture Act provision shall control (and notwithstanding any provisions of the Issuer and 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 Capital Stock of the 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 Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant any supplemental indenture or this SEK Note to the terms of the Indenturecontrary).
Appears in 1 contract
Sources: Indenture (Intrum ZRT)
Indenture. The Issuer Company issued the Securities Notes under an Indenture dated as of November 9August 7, 2017 2020 (the “Indenture”), among the IssuerCompany, the Guarantors party thereto Guarantors, the Trustee and U.S. Bank National Association, as notes collateral agent (the “GuarantorsNotes Collateral Agent”) and the Trustee). The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured obligations secured Obligations of the IssuerCompany. [This Security Note is one of the Original Securities Initial Notes referred to in the IndentureIndenture and is referred to herein as the “Initial Notes.”]3 The Notes comprise a series of Notes issued under the Indenture and include the Initial Notes [(the “Initial Notes”)] and any Additional Notes. The Securities include the Original Securities Initial Notes and any issued Add-On Securities. The Original Securities and any Add-On Securities are Additional Notes may, at the Company’s option, be treated as a single series 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. Holders of the Initial Notes and the Additional Notes shall vote and consent together as one class on all matters to which such holders are entitled to vote or consent, and none of the holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such holders are entitled to vote or consent. The Indenture imposes certain limitations on the ability of the Issuer Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the 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 Issuer Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis 3 For Initial Notes. pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9September 24, 2017 2015 (the “Indenture”), among the IssuerIssuers, the Guarantors party thereto (the “Guarantors”) and the Trustee. The Capitalized terms of the Securities include those stated used herein are used as defined in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Securities 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 Securities Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities are Additional Notes may, at the Issuers’ option, be treated as a single series 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 Issuer Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, 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 Issuer Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
Indenture. The Issuer Issuers issued the Securities Notes under an Indenture dated as of November 9May 28, 2017 2015 (the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Securities Notes include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the “TIA”). The Securities 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 Securities Notes are senior unsecured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings 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 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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, 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, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
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Indenture. The Issuer This Note is one of a duly authorized issue of debt securities of the Company (as defined below) designated as its "11 1/2% Senior Subordinated Notes Due 2006" (herein called the "Notes") limited in aggregate principal amount to $100,000,000, issued the Securities under an Indenture indenture dated as of November 925, 2017 1996 (as amended or supplemented from time to time, the "Indenture") between the Company, as issuer and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, as trustee (the “"Trustee," which term includes any successor trustee under the Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb). Terms defined in The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, if any, the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Securities 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. The Securities are senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries torestricts, among other things, make certain Investments the Company's ability to incur additional indebtedness and other Restricted Paymentsissue preferred stock, pay dividends and or make certain other distributionsrestricted payments, incur Indebtednessliens to secure pari passu or subordinated indebtedness, sell stock of Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Company, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create affiliates or incur Liens indebtedness that is subordinate in right of payment to any Senior Indebtedness and make Asset Sales. The Indenture also imposes limitations on the ability senior in right of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureNotes.
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Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9October 25, 2017 2012 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) MPM TopCo LLC and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. The Securities Notes are senior unsecured secured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under in exchange for the Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of Momentive Performance Materials Inc. (“MPM”) and the Issuer and 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 Capital Stock of the Issuer MPM 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 Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture. The Indenture provides that, subject to satisfaction of certain conditions, the MPM Assumption will occur. Pursuant to the MPM Assumption, the existing Issuer will be released from its obligations on the Notes and the Indenture, and the Note Guarantee of MPM Topco will be released, and MPM will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture, and each of its Restricted Subsidiaries required to guarantee the Notes will guarantee all its obligations under the Indenture and the Notes.
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Indenture. The Issuer issued the Securities 2013 Notes under an Indenture dated as of November 9January 28, 2017 2005 (the “Indenture”"INDENTURE"), among the Issuer, the Guarantors party thereto (the “Guarantors”) Guarantor named therein and the Trustee. The terms of the Securities 2013 Notes include those stated in the IndentureIndenture 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 in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 2013 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities 2013 Notes are senior unsecured obligations of the Issuer. This Security 2013 Note is one of the Original Securities Initial 2013 Notes referred to in the Indenture. The Securities 2013 Notes include the Original Securities Initial 2013 Notes and any Exchange 2013 Notes issued Add-On Securitiesin exchange for Initial 2013 Notes pursuant to the Indenture. The Original Securities Initial 2013 Notes and any Add-On Securities Exchange 2013 Notes, together with the Initial 2015 Notes, any Exchange 2015 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities 2013 Notes and all other amounts payable by the Issuer under the Indenture and the Securities 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 Securities 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer This Note is one of a duly authorized issue of debt securities of the Company (as defined below) designated as its 11 1/2% Senior Subordinated Notes Due 2006" (herein called the "Notes") limited in aggregate principal amount to $100,000,000, issued the Securities under an Indenture indenture dated as of November 925, 2017 1996 (as amended or supplemented from time to time, the "Indenture") between the Company, as issuer, and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company as trustee (the “"Trustee," which term includes any successor trustee under the Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb). Terms defined in The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, if any, the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Securities 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. The Securities are senior unsecured obligations of the Issuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any issued Add-On Securities. The Original Securities and any Add-On Securities are treated as a single series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries torestricts, among other things, make certain Investments the Company's ability to incur additional indebtedness and other Restricted Paymentsissue preferred stock, pay dividends and or make certain other distributionsrestricted payments, incur Indebtednessliens to secure pari passu or subordinated indebtedness, sell stock of Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Company, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create affiliates or incur Liens indebtedness that is subordinate in right of payment to any Senior Indebtedness and make Asset Sales. The Indenture also imposes limitations on the ability senior in right of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the IndentureNotes.
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Indenture. The Issuer Issuers issued the Securities Notes under an Indenture the indenture, dated as of November December 9, 2017 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the IssuerIssuers, the Subsidiary Guarantors party thereto (the “Guarantors”) from time to time and the Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture, unless otherwise indicated. The terms of the Securities 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 Securities 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 term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Securities Notes are senior unsecured secured obligations of the IssuerIssuers. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any issued Add-On SecuritiesAdditional Notes. The Original Securities Initial Notes and any Add-On Securities Additional Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Company, the Co-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 its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Guarantors have, jointly and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Exela Technologies, Inc.)
Indenture. The Issuer and Holdings issued the Securities Notes under an Indenture dated as of November 9June 27, 2017 2008 (the “Indenture”), among the Issuer, Holdings, the Guarantors party other parties signatories thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Securities Notes are senior unsecured obligations of the IssuerIssuer and Holdings. This Security Note is one of the Original Securities Exchange Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes and any Exchange Notes issued Add-On Securitiesin exchange for Initial Notes pursuant to the Indenture. The Original Securities Initial Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and 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 Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, Holdings and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Issuer issued the Securities Notes under an Indenture dated as of November 9February 1, 2017 2008 (the “Indenture”), among the Issuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 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. provisions The Securities Notes are senior unsecured obligations of the Issuer. This Security Note is one of the Original Securities Initial Notes referred to in the Indenture. The Securities Notes include the Original Securities Initial Notes, any Additional Notes and any Exchange Notes issued Add-On Securitiesin exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Original Securities Initial Notes, any Additional Notes and any Add-On Securities Exchange Notes are treated as a single series class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the 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 Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuer under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract