Common use of Indenture Clause in Contracts

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker.

Appears in 2 contracts

Samples: Indenture (Auna S.A.), Indenture (Auna S.A.A.)

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Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20January 27, 2020 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.500% Senior Notes due 2023 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $525,000,000 principal amount of the Company’s 9.500% Senior Notes due 2023 issued under the Indenture on January 27, or 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to January 27, prior to November 20, 20232016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 2 contracts

Samples: GCP Applied Technologies Inc., W R Grace & Co

Indenture. The Issuer Obligor issued the Notes this 2020 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fifth Supplemental Indenture, dated as of November July 20, 2020 2010 (as it may be amended or supplemented from time to time in accordance the “Fifth Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, Obligor and the Guarantors and Citibank, N.A., Trustee. Capitalized terms used herein are used as trustee, security registrar, transfer agent and paying agent. The defined in the Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesunless otherwise indicated. The terms of the Notes this 2020 Senior Note include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the IssuerIndenture (the “TIA”). The aggregate principal amount of the Notes that may be authenticated and delivered under Terms defined in the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This 2020 Senior Note is one subject to all terms and provisions of the Notes referred to Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. Optional Redemption with In the event of a Make-Whole Premium At conflict between any time, or from time to time, prior to November 20, 2023provision of this 2020 Senior Note and the Indenture, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at Indenture shall govern such provision. This 2020 Senior Note is a redemption price equal to the greater of (1) 100% senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount of such Notes to may be redeemed and (2) at any one time Outstanding. The Indenture imposes certain limitations on the sum ability of the present value at such redemption date of (i) Obligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the redemption price ability of the Notes on November 20Obligor to consolidate or merge with or into any other Person or convey, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) transfer or lease all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankeror substantially all its property.

Appears in 2 contracts

Samples: Agilent Technologies Inc, Agilent Technologies Inc

Indenture. The Issuer Obligor issued the Notes this 2013 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of November July 20, 2020 2010 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, Obligor and the Guarantors and Citibank, N.A., Trustee. Capitalized terms used herein are used as trustee, security registrar, transfer agent and paying agent. The defined in the Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesunless otherwise indicated. The terms of the Notes this 2013 Senior Note include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the IssuerIndenture (the “TIA”). The aggregate principal amount of the Notes that may be authenticated and delivered under Terms defined in the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This 2013 Senior Note is one subject to all terms and provisions of the Notes referred to Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. Optional Redemption with In the event of a Make-Whole Premium At conflict between any time, or from time to time, prior to November 20, 2023provision of this 2013 Senior Note and the Indenture, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at Indenture shall govern such provision. This 2013 Senior Note is a redemption price equal to the greater of (1) 100% senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount of such Notes to may be redeemed and (2) at any one time Outstanding. The Indenture imposes certain limitations on the sum ability of the present value at such redemption date of (i) Obligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the redemption price ability of the Notes on November 20Obligor to consolidate or merge with or into any other Person or convey, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) transfer or lease all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankeror substantially all its property.

Appears in 2 contracts

Samples: Agilent Technologies Inc, Agilent Technologies Inc

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20May 16, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesthe Trustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 8 5/8% Senior Notes due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $465,000,000 principal amount of the Issuer’s 8 5/8% Senior Notes due 2019 issued under the Indenture on May 16, or 2011 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to May 16, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered Issuer’s 8 5/8% Senior Notes due 2019 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 2 contracts

Samples: Indenture (Epicor International Holdings, Inc.), Indenture (Epicor Software Corp)

Indenture. The Issuer Company issued the Notes Securities under an Indenture, Indenture dated as of November 20May 13, 2020 2013 (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 and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes Securities include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. 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 Notes Securities are senior unsecured obligations of the IssuerCompany. The aggregate principal amount of the Notes that Securities which may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note Security is one of the 4.625% Senior Notes due 2021 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Securities include (i) $150,000,000 aggregate principal amount of the Company’s 4.625% Senior Notes due 2021 issued under the Indenture on May 13, or 2013 (herein called “Initial Notes”) and (ii) if and when issued, additional 4.625% Senior Notes due 2021 of the Company that may be issued from time to timetime under the Indenture subsequent to May 13, prior 2013 (herein called “Additional Notes”), subject to November 20the provisions of the Indenture. The Indenture, 2023among other things, imposes certain limitations on certain Sale and Leaseback Transactions involving the Company or any Restricted Subsidiary and the incurrence of certain Liens and requirements regarding future Subsidiary Guarantors, provided, however, that the requirements regarding future Subsidiary Guarantors shall be suspended (subject to reinstatement under certain circumstances) if the Securities are rated Investment Grade by both of the Rating Agencies and no Default has occurred and is continuing under the Indenture. In addition, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal Indenture imposes requirements with respect to the greater provision of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerfinancial information.

Appears in 2 contracts

Samples: www.sec.gov, Indenture (Brunswick Corp)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20September 30, 2020 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCPG Merger Sub LLC, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture 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. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 8.000% Senior Notes due 2021 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $315,000,000 principal amount of the Issuer’s 8.000% Senior Notes due 2021 issued under the Indenture (the “Initial Notes”) and (ii) if and when issued, or additional 8.000% Senior Notes due 2021 of the Issuer that may be issued from time to timetime in accordance with the Indenture subsequent to September 30, prior to November 20, 20232013 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture and any security documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock, the Issuer maymaking of restricted payments, at its optionthe incurrence of certain liens, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressdividend and other payment restrictions affecting restricted subsidiaries, redeem the Notessale of assets and subsidiary stock, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 2 contracts

Samples: CPG Merger Sub (CPG Newco LLC), CPG Merger Sub (CPG Newco LLC)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 30, 2020 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”), among the Issuer, The Bank of New York Mellon (the Guarantors “Trustee”) and CitibankThe Bank of New York Mellon (Luxembourg) S.A. The Original Indenture was amended by a supplemental indenture dated December 19, N.A.2006 (the “First Supplemental Indenture”), as trusteefurther amended by a supplemental indenture dated March 9, security registrar2007 (the “Second Supplemental Indenture”) and a supplemental indenture dated April 27, transfer agent 2007 (the “Third Supplemental Indenture”, together with the First Supplemental Indenture and paying agent. The the Second Supplemental Indenture, the “Supplemental Indentures”), as further amended pursuant to an amended and restated indenture dated October 15, 2009 (the “Amended and Restated Indenture”, and together with the Original Indenture imposes certain limitations on and the Issuer and its Restricted SubsidiariesSupplemental Indentures, the “Indenture”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to Terms defined in the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all terms and provisions of the indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. The Notes are senior obligations of the Issuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Original Notes referred to in the Indenture. Optional Redemption The Original Notes and any Additional Notes are treated as a single class under the Indenture and will be equally and ratably secured by the Lien of the Security Document with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal respect to the greater Collateral. To the extent of (1) 100% of any conflict between the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price terms of the Notes on November 20, 2023 (such redemption price being set forth in and the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excludingIndenture, the redemption date), discounted to applicable terms of the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture shall govern.

Appears in 2 contracts

Samples: Invitel Holdings a/S, Invitel Holdings a/S

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20July 5, 2020 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”) among Nortel Networks Limited, as Issuer, Nortel Networks Corporation and Nortel Networks Inc., as Guarantors, and the Trustee as supplemented by the First Supplemental Indenture dated as of July 5, 2006 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 1, 2007 (the “Second Supplemental Indenture”) and the Third Supplemental Indenture dated as of May 28, 2008 (the “Third Supplemental Indenture”), in each case, among the Nortel Networks Limited, as Issuer, the Guarantors Nortel Networks Corporation and Citibank, N.A.Nortel Networks Inc., as trusteeGuarantors, security registrarand The Bank of New York, transfer agent and paying agentas Trustee. The Original Indenture imposes certain limitations on as supplemented by the Issuer First Supplemental Indenture, the Second Supplemental Indenture and its Restricted Subsidiaries. the Third Supplemental Indenture is referred to herein as the “Indenture.” The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Trust Indenture Act for a statement of those such 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. The Notes are senior obligations of the Issuer. The aggregate principal amount Notes represented hereby are Additional 2016 Fixed Rate Notes (as defined in the Third Supplemental Indenture), which shall constitute part of a single series with the 2016 Fixed Rate Notes that may be authenticated and delivered issued under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the First Supplemental Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal Subject to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being conditions set forth in the table in Indenture and without the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excludingconsent of the Holders, the redemption date)Issuer may issue Additional Debt Securities. All Notes of a series, discounted to including any Exchange Debt Securities or Additional Debt Securities, will be treated as a single class of securities under the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Third Supplemental Indenture (Nortel Networks LTD)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20June 16, 2020 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated June 16, 2016 (the “First Supplemental Indenture”), among the Issuer, the Guarantors guarantors party thereto and Citibankthe Trustee, N.A.the second supplemental indenture, dated January 23, 2018 (the “Second Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee and as further supplemented by the Third Supplemental Indenture, dated June 20, 2019 (the “Third Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, which collectively constitutes the indenture governing the Debt Securities (the Base Indenture, as trusteesupplemented by the First Supplemental Indenture, security registrarthe Second Supplemental Indenture and the Third Supplemental Indenture, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. “Indenture”), The terms of the 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.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to include all such termsterms and provisions of the Indenture, and Holders holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The This security is one of a series of securities designated as the 7.500% Senior Notes are senior obligations due 2029 of the IssuerIssuer (the “Notes”). Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. The aggregate principal amount at maturity of the Notes that which may be authenticated and delivered under the Indenture is shall be unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023In addition, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of Debt Securities of any class or series which may be authenticated and delivered under the Indenture shall be unlimited, provided that such Notes to be redeemed and (2) Debt Securities shall rank equally with the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerNotes.

Appears in 1 contract

Samples: Indenture (L Brands, Inc.)

Indenture. The Issuer issued the 2029 Notes under an Indenture, dated as of November 20May 6, 2020 2011 (the “Base Indenture”), among the Issuer, Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), and Computershare Trust Company, N.A., as it may be successor to Xxxxx Fargo Bank, National Association, as trustee (the “Base Trustee”) as amended or supplemented from time with respect to time in accordance the 2029 Notes by the Thirteenth Supplemental Indenture dated July 19, 2022 (the “Thirteenth Supplemental Indenture” and, together with the terms thereofBase Indenture, the “Indenture”), among the Issuer, the Guarantors and Citibankguarantors party thereto (the “Guarantors”), N.A.the Base Trustee, U.S. Bank Trust Company, National Association, as trusteeTrustee, security registrarRegistrar and Transfer Agent, transfer agent and paying agent. The Elavon Financial Services DAC, UK Branch (until such times as a successor may be appointed by the Issuer), as Paying Agent, which collectively constitutes the Indenture imposes certain limitations on governing the Issuer and its Restricted Subsidiaries2029 Notes. The terms of the 2029 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 as in effect on the date of the Indenture (the “TIA”). The 2029 Notes are subject to include all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The This 2029 Note is one of a series of securities designated as the 5.337% Senior Notes are senior obligations due 2029 of the Issuer. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. The aggregate principal amount at maturity of the 2029 Notes that which may be authenticated and delivered under the Indenture is shall be unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023In addition, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of Securities of any class or series which may be authenticated and delivered under the Indenture shall be unlimited, provided that such Notes to be redeemed and (2) Securities shall rank equally with the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker2029 Notes.

Appears in 1 contract

Samples: Celanese Corp

Indenture. The Issuer Company issued the 2028 Notes as a series of Securities under an Indenture, the Indenture dated as of November 20May 31, 2020 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2028 Notes, herein called the “Indenture”) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantor”), among and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 2028 Notes include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to timeAct. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2028 Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2028 Note and the terms of the Indenture, the terms of the Indenture shall control. The aggregate principal amount of 2028 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2028 Note is one of the 5.650% Senior Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe 2028 Notes include (i) $700,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2028 issued under the Indenture on May 31, or 2023 in an offering registered under the Securities Act (the “Initial 2028 Notes”), and (ii) if and when issued, an unlimited principal amount of additional 5.650% Senior Notes due 2028 that may be issued from time to time, prior under the Indenture, subsequent to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20May 31, 2023 (such redemption price being set forth in the table in “Additional 2028 Notes” and, together with the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excludingInitial 2028 Notes, the redemption date“2028 Notes”), discounted to . The Initial 2028 Notes and the redemption date on Additional 2028 Notes shall be considered collectively as a semi-annual basis (assuming a 360-day year consisting single series of twelve 30-day months) at Securities for all purposes of the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Ovintiv Inc.)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20July 22, 2020 2005 (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 and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect from time to time (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that which may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 6-7/8% Senior Notes, Series A, due 2015 referred to in the Indenture. Optional Redemption with a MakeThe Notes include (i) $400,000,000 aggregate principal amount of the Company's 6-Whole Premium At any time7/8% Senior Notes, Series A, due 2015 issued under the Indenture on July 22, 2005 (herein called "Initial Notes"), (ii) if and when issued, additional 6-7/8% Senior Notes, Series A, due 2015 or 6-7/8% Senior Notes, Series B, due 2015 of the Company that may be issued from time to timetime under the Indenture subsequent to July 22, prior to November 20, 20232005 (herein called "Additional Notes") and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Company's 6-7/8% Senior Notes, Series B, due 2015 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, at Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption price equal of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating. In addition, the Indenture limits the ability of the Company and its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the greater of (1) 100% of Holders as well as requiring certain Restricted Subsidiaries to guarantee the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of obligations under the Notes on November 20, 2023 (such redemption price being set forth in and the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Quiksilver Inc

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20April 30, 2020 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 11.00% Senior Notes due 2023 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $360,000,000 principal amount of the Issuer’s 11.00% Senior Notes due 2023 issued under the Indenture on April 30, or 2015 (the “Initial Notes”) and, (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to April 30, prior to November 20, 2023, 2015 (the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “Additional Notes”) as provided in Section 2.1(a) of the Notes, Indenture and (iii) any PIK Notes (and any increases in whole or principal amount of any Global Note) issued as provided in part, at a redemption price equal to Section 2.1(g) of the greater of Indenture. The Initial Notes and (1) 100% of including any increases in the principal amount as the result of such a PIK Payment), the Additional Notes to and the PIK Notes shall be redeemed and (2) the sum considered collectively as a single class for all purposes of the present value at Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such redemption date Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of (i) indebtedness, the redemption price making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Third Supplemental Indenture (21st Century Oncology Holdings, Inc.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20[•], 2020 2023, among the Issuer, the Guarantors, the Trustee and the Secured Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) [$1,000,000,000] principal amount of the Issuer’s 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 issued under the Indenture on [•], or 2023 (the “Initial Notes”), (ii) PIK Notes issued from time to timetime as a result of a PIK Payment under the Indenture and (iii) if and when issued, prior additional Notes that may be issued from time to November 20time under the Indenture subsequent to [•], 20232023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem Additional Notes and the PIK Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% maximum extent possible, shall be considered collectively as a single class for all purposes of the principal amount Indenture; provided that any Additional Notes will not be issued with the same CUSIP number, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax and securities law purposes. The Indenture imposes certain limitations on the incurrence of such Notes indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to be redeemed the provision of financial information and (2) the sum provision of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Intercreditor Agreement (Carvana Co.)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20July 17, 2020 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 10.250% Senior Notes due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $725,000,000 principal amount of the Issuers’ 10.250% Senior Notes due 2019 issued under the Indenture on July 17, or 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to July 17, prior to November 20, 20232012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered 10.250% Senior Notes due 2019 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Valley Telephone Co., LLC)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 2, 2020 2020, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.875% Senior Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $600,000,000 principal amount of the Issuer’s 5.875% Senior Notes due 2028 issued under the Indenture on October 2, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 2, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Carvana Co.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20February 8, 2020 2019, among the Issuer and the Trustee, as supplemented by the First Supplemental Indenture dated as of February 8, 2019, among the Issuer, the Guarantors named therein and the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 10.250% Senior Notes due 2027 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 principal amount of the Issuer’s 10.250% Senior Notes due 2027 issued under the Indenture on February 8, or 2019 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to February 8, prior to November 20, 20232019 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Dun & Bradstreet Holdings, Inc.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20April 13, 2020 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.750% Senior Notes due 2030 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,200,000,000 aggregate principal amount of the Issuer’s 5.750% Senior Notes due 2030 issued under the Indenture on April 13, or 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to April 13, prior to November 20, 20232022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in partthe entering into of agreements that restrict distribution from restricted subsidiaries, at a redemption price equal transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Churchill Downs Inc)

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of November March 20, 2020 2013 (the “Base Indenture”) (as it supplemented by the First Supplemental Indenture dated as of June 21, 2013, the Second Supplemental Indenture dated as of November 6, 2013, the Third Supplemental Indenture dated as of November 15, 2013, the Fourth Supplemental Indenture dated as of March 17, 2014, the Fifth Supplemental Indenture dated as of March [·], 2014, together and as may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Note Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time. Capitalized The Notes are general unsecured obligations of the Company of which $75,000,000 in aggregate principal amount will be issued on April [·], 2014 as Additional Notes, in addition to the $550,000,000 in aggregate principal amount issued on March 20, 2013 and the $110,000,000 in aggregate principal amount issued on November 15, 2013. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms used herein of the Notes and not defined herein the Indenture, the Note Guarantors have unconditionally guaranteed (and each of the meanings ascribed thereto existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. This The obligations of each Note is one 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 Notes referred obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Indenture. Optional Redemption with obligations of such Note Guarantor under its Note Guarantee not constituting a Make-Whole Premium At any timefraudulent conveyance, fraudulent transfer or from time to time, prior to November 20, 2023, similar illegal transfer under federal or state law or the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% law of the principal amount jurisdiction of formation or incorporation of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerNote Guarantor.

Appears in 1 contract

Samples: Credit Agreement (MDC Partners Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 14, 2020 2016, among the Issuer and the Trustee[, as supplemented by the First Supplemental Indenture dated as of [ ], among the Issuers, the Guarantors named therein and the Trustee] (as it may be [further] amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerIssuer[s]. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 7.500% Senior Notes due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $675,000,000 principal amount of the Issuer’s 7.500% Senior Notes due 2024 issued under the Indenture on October 14, or 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 14, prior to November 20, 20232016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (INC Research Holdings, Inc.)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20July 5, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors guarantors party thereto and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 11.5% Senior Notes due 2018 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $560,000,000 principal amount of the Issuers’ 11.5% Senior Notes due 2018 issued under the Indenture on July 5, or 2011 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to July 5, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered 11.5% Senior Notes due 2018 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Trisyn Group, Inc.)

Indenture. The Issuer issued the Definitive Registered Senior Notes under an Indenture, dated as of November 20May 19, 2020 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"INDENTURE"), among the Issuer, the Initial Guarantors named therein and Law Debenture Trust Company of New York, as Trustee (the "TRUSTEE"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Issuer, the Guarantors and Citibankthe Holder of this Definitive Registered Senior Note, N.A.and of the terms upon which this Definitive Registered Senior Note is, as trusteeand is to be, security registrar, transfer agent authenticated and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesdelivered. The terms of the Definitive Registered Senior Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 USC. xx.xx. 77aaa-77bbbb) as in force at the date as of which this instrument was executed (the "TRUST INDENTURE ACT" which term shall, in the event the Trust Indenture Act of 1939 is amended after such date, mean, to the extent required by any such amendment, the US Trust Indenture Act of 1939 as so amended). The Definitive Registered Senior Notes are subject to to, and qualified by, all such terms, certain of which are summarized below, and Holders are the Holder of this Definitive Registered Senior Note is referred to the Indenture and the Trust Indenture Act for a more complete statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under Terms defined in the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Definitive Registered Senior Note is a direct, secured and unsubordinated obligation of the Issuer and is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, duly authorized issue of securities of the Issuer maylimited in aggregate principal amount to U.S.$717,139,584 (seven hundred seventeen million, at its optionone hundred thirty-nine thousand, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal five hundred and eighty-four United States dollars). No reference herein to the greater Indenture and no provision of (1) 100% this Definitive Registered Senior Note or of the principal amount of such Notes to be redeemed and (2) Indenture shall alter or impair the sum obligation of the present value at such redemption date of (i) Issuer, which is absolute and unconditional, to pay the redemption price of the Notes on November 20principal of, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20premium, 2023 (excluding accrued but unpaid interest toif any, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to on this Definitive Registered Senior Note when due at the redemption datetimes, as calculated by place and rate, and in the Independent Investment Bankercoin or currency, herein prescribed.

Appears in 1 contract

Samples: Deposit Agreement (Marconi Corp PLC)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20May 3, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerRadioShack Corporation, the Subsidiary Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 6.750% Senior Unsecured Notes, Series A, due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $325,000,000 principal amount of the Issuer’s 6.750% Senior Unsecured Notes, Series A, due 2019 issued under the Indenture on May 3, 2011 (the “Initial Notes”), (ii) if and when issued, additional 6.750% Senior Unsecured Notes, Series A, due 2019 or 6.750% Senior Unsecured Notes, Series B, due 2019 of the Issuer that may be issued from time to timetime under the Indenture subsequent to May 3, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 6.750% Senior Unsecured Notes, Series B, due 2019 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal to the greater of (1) 100% single class for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Indenture (Radioshack Corp)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20May 13, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCumulus Media Inc., the Guarantors and Citibank, N.A.U.S. Bank National Association, as trustee, security registrar, transfer agent trustee (the “Trustee”) and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesAgent. The terms of the 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, and the rules and regulations of the SEC promulgated thereunder, as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.75% Senior Notes, Series A, due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $610,000,000 principal amount of the Issuer’s 7.75% Senior Notes, Series A, due 2019 issued under the Indenture on May 13, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.75% Senior Notes, Series A, due 2019 or 7.75% Senior Notes, Series B, due 2019 of the Issuer that may be issued from time to timetime under the Indenture subsequent to May 13, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 7.75% Senior Notes, Series B, due 2019 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Cumulus Media Inc)

Indenture. The Issuer issued the 2023 Notes under an Indenture, Indenture dated as of November 20April 5, 2020 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, Holdings and the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 2023 Notes include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the Issuer. The aggregate principal amount of “TIA”) as in effect on the Notes that may be authenticated and delivered under date on which the Indenture is unlimitedqualified under the TIA. Each Holder, by accepting a Note, agrees to be bound by all of Terms defined in the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2023 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 2023 Note and the Indenture, the terms of the Indenture shall govern. The 2023 Notes are unsecured senior obligations of the Issuer. This 2023 Note is one of the Exchange 2023 Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At The 2023 Notes include the Initial 2023 Notes and any time, or from time Exchange 2023 Notes issued in exchange for Initial 2023 Notes pursuant to time, prior to November 20, 2023the Indenture. Except as otherwise provided in the Indenture, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Initial 2023 Notes and any Exchange 2023 Notes, in whole collectively with the Initial 2018 Notes, any Exchange 2018 Notes, the Initial 2021 Notes and any Exchange 2021 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the 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 in partsell shares of capital stock of the Issuer and such Restricted Subsidiaries, at a redemption price equal 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 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 greater of (1) 100% due and punctual payment of the principal amount of such and interest, on the 2023 Notes and all other amounts payable by the Issuer under the Indenture and the 2023 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to be redeemed and (2) the sum terms of the present value at such redemption date of (i) 2023 Notes and the redemption price of Indenture, the Notes Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on November 20, 2023 (such redemption price being an unsecured senior basis on the terms set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat S.A.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20September 1, 2020 2023, among the Issuer, the Guarantors, the Trustee and the Secured Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.0% / 14.0% Cash / PIK Senior Secured Notes due 2031 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,741,259,000 principal amount of the Issuer’s 9.0% / 14.0% Cash / PIK Senior Secured Notes due 2031 issued under the Indenture on September 1, or 2023 (the “Initial Notes”), (ii) PIK Notes issued from time to timetime as a result of a PIK Payment under the Indenture and (iii) if and when issued, prior additional Notes that may be issued from time to November 20time under the Indenture subsequent to September 1, 20232023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem Additional Notes and the PIK Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% maximum extent possible, shall be considered collectively as a single class for all purposes of the principal amount Indenture; provided that any Additional Notes will not be issued with the same CUSIP number, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax and securities law purposes. The Indenture imposes certain limitations on the incurrence of such Notes indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to be redeemed the provision of financial information and (2) the sum provision of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Carvana Co.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20May 30, 2020 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein, the Trustee and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesNotes Collateral Agent. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.750% Senior Secured Notes due 2027 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $400,000,000 principal amount of the Company’s 6.750% Senior Secured Notes due 2027 issued under the Indenture on May 30, or 2019 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to May 30, prior to November 20, 20232019 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Builders FirstSource, Inc.)

Indenture. The Issuer issued the Existing Cash Pay Notes under an Indenture, dated as of November 20October 31, 2020 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Existing Indenture”), among the Issuer, the Guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agentthe Trustee. The Existing Indenture imposes certain limitations on was supplemented by the First Supplemental Indenture dated as of December 6, 2007 among the Issuer, the Guarantors named therein and the Trustee (the Existing Indenture as supplemented, the “Indenture”). This Existing Cash Pay Note is one of a duly authorized issue of notes of the Issuer designated as its 10.25% Senior Notes due 2015. The Issuer shall be entitled to issue Additional Existing Cash Pay Notes pursuant to Sections 2.01 and its Restricted Subsidiaries4.09 of the Indenture. The Existing Cash Pay Notes (including any Exchange Notes issued in exchange therefor), the Series B Cash Pay Notes (including any Exchange Notes issued in exchange therefor) and the Toggle Notes (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Senior Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Existing Cash Pay 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 (the “Trust Indenture Act”). The Existing Cash Pay Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of those such terms. The Notes are senior obligations To the extent any provision of this Existing Cash Pay Note conflicts with the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one provisions of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to Indenture shall govern and be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercontrolling.

Appears in 1 contract

Samples: First Supplemental Indenture (Energy Future Holdings Corp /TX/)

Indenture. The Issuer issued the Notes under an Indenture among the Issuer, Hovnanian, the Guarantors and the Trustee, the terms of which have been established in the First Supplemental Indenture (the “Supplemental Indenture, ”) dated as of November 20February 14, 2020 2011, supplementing an Indenture dated February 14, 2011 (the “Base Indenture”, as it may be amended or supplemented from time to time in accordance with by the terms thereofSupplemental Indenture, the “Indenture”), among pursuant to Section 2.3 of the Base Indenture. This Note is one of the Securities of the series designated as the “117/8% Senior Notes due 2015” of the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Issuer may issue additional Notes of this series after this Note has been issued. This Note and any additional notes of this series subsequently issued under the Indenture imposes certain limitations shall be treated as a single series for all purposes under the Indenture and shall vote and consent together on the Issuer all matters as one class, including, without limitation, waivers, amendments, redemption and its Restricted Subsidiariesoffers to purchase. The terms of the Notes and the Guarantees include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), as in effect on the date of the Indenture. The Notes and the Guarantees are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those termsthem. The Notes are senior obligations To the extent permitted by applicable law, in the event of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of any inconsistency between the terms of this Note and provisions the terms of the Indenture, as amended from time the terms of the Indenture will control. The Issuer will furnish to time. Capitalized terms used herein any Holder upon written request and not defined herein have the meanings ascribed thereto in without charge a copy of the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeRequests may be made to: X. Xxxxxxxxx Enterprises, or from time to timeInc., prior to November 20000 Xxxx Xxxxx Xxxxxx, 2023Xxx Xxxx, the Issuer mayXxx Xxxxxx 00000, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerAttention: Corporate Controller.

Appears in 1 contract

Samples: Supplemental Indenture (Hovnanian Enterprises Inc)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureNotes. This Note is one of a duly authorized series of Securities of the Company designated as the "Floating Rate Notes due November 30, 2001" (the "Notes"), initially issued in an aggregate principal amount of $500,000,000 on November 3, 2000. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of April 1, 1991, as supplemented by a First Supplemental Indenture, dated as of September 9, 1992, and as further supplemented by a Second Supplemental Indenture, dated as of June 1, 2000 (collectively, the "Indenture"), duly executed and delivered by the Company and Bank One Trust Company, NA, as successor in interest to The First National Bank of Chicago, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes referred and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern. All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer The Company may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem without the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% consent of the principal amount of such holders, issue and sell additional Securities ranking equally with the Notes to be redeemed and otherwise identical in all respects (2) the sum of the present value at such redemption except for their date of (i) issue, issue price and the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required date from which interest payments thereon through November 20shall accrue) so that such additional Securities shall be consolidated and form a single series with the Notes; provided, 2023 (excluding accrued but unpaid interest tohowever, but excluding, that no additional Securities of any existing or new series may be issued under the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting Indenture if an Event of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued Default has occurred and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerremains uncured thereunder.

Appears in 1 contract

Samples: Wal Mart Stores Inc

Indenture. The Issuer issued the Notes under an Indenture (the “Base Indenture”) dated November 3, 2003, among the Issuer, Hovnanian and the Trustee, the terms of which have been established in the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) dated as of February 27, 2006, among the Issuer, Hovnanian, the Guarantors and the Trustee (the Base Indenture, as supplemented, by a First Supplemental Indenture thereto, dated as of November 203, 2020 (2003, a Second Supplemental Indenture thereto, dated as it may be amended or supplemented from time to time in accordance with of March 18, 2004, a Third Supplemental Indenture thereto, dated as of July 15, 2004, a Fourth Supplemental Indenture thereto, dated as of April 19, 2005, a Fifth Supplemental Indenture thereto, dated as of September 6, 2005, and the terms thereofSixth Supplemental Indenture, the “Indenture”), among pursuant to Section 2.3 of the Base Indenture. This Note is one of the Securities of the series designated as the “7½% Senior Notes due 2016” of the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Issuer may issue additional Notes of this series after this Note has been issued. This Note and any additional notes of this series subsequently issued under the Indenture imposes certain limitations shall be treated as a single series for all purposes under the Indenture and shall vote and consent together on the Issuer all matters as one class, including, without limitation, waivers, amendments, redemption and its Restricted Subsidiariesoffers to purchase. The terms of the Notes and the Guarantees include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date of the Indenture. The Notes and the Guarantees are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those termsthem. The Notes are senior obligations To the extent permitted by applicable law, in the event of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of any inconsistency between the terms of this Note and provisions the terms of the Indenture, as amended from time to timethe terms of the Indenture will control. Capitalized terms used herein and not defined herein have the meanings ascribed thereto given to those terms in the Indenture. This Note is one The Issuer will furnish to any Holder upon written request and without charge a copy of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeRequests may be made to: X. Xxxxxxxxx Enterprises, or from time to timeInc., prior to November 2000 Xxxxxxx 00, 2023X.X. Xxx 000, the Issuer mayXxx Xxxx, at its optionXxx Xxxxxx 00000, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerAttention: Chief Financial Officer.

Appears in 1 contract

Samples: Indenture (Hovnanian Enterprises Inc)

Indenture. The Issuer issued the 2022 Second Lien Notes under an Indenture, dated as of November 20April 25, 2020 2011 (the “Base Indenture”), between the Issuer and the Trustee, as it may be amended or supplemented from time to time in accordance with by the terms thereofFirst Supplemental Indenture, dated as of February 6, 2012, between the Issuer and the Trustee, the Second Supplemental Indenture, dated as of February 28, 2012, between the Issuer and the Trustee, the Third Supplemental Indenture, dated as of May 31, 2012, between the Issuer and the Trustee, and the Fourth Supplemental Indenture, dated as of August 14, 2012 (the Base Indenture as so supplemented, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on between the Issuer and the Trustee. This 2022 Second Lien Note is one of a duly authorized issue of notes of the Issuer designated as its Restricted Subsidiaries11.750% Senior Secured Second Lien Notes due 2022. The Issuer shall be entitled to issue Additional 2022 Second Lien Notes pursuant to Sections 2.01, 4.09 and 4.12 of the Indenture. The 2021 Second Lien Notes (including any Exchange Notes issued in exchange therefor) and the 2022 Second Lien Notes (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. In addition, the Notes will be treated along with certain other securities designated as Junior Lien Debt of the Issuer as a single class for amendments and waivers and for taking certain other actions. The terms of the 2022 Second Lien 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 (the “Trust Indenture Act”). The 2022 Second Lien Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those such terms. The Notes are senior obligations To the extent any provision of this 2022 Second Lien Note conflicts with the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one provisions of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to Indenture shall govern and be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercontrolling.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Energy Future Intermediate Holding CO LLC)

Indenture. The Issuer Company issued the Notes as a series of Securities under an Indenture, the Indenture dated as of November 20December 13, 2020 2022 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of April 18, 2024 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the Notes, herein called the “Indenture”) among the Company, Diamondback E&P LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), among and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. 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. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. The Notes are senior obligations In the event of any inconsistency between the terms of this Note and the terms of the IssuerIndenture, the terms of the Indenture shall control. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.150% Senior Notes due 2030 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $850,000,000 aggregate principal amount of the Company’s 5.150% Senior Notes due 2030 issued under the Indenture on April 18, or 2024 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 5.150% Senior Notes due 2030 that may be issued from time to time, prior under the Indenture, subsequent to November 20April 18, 20232024 (the “Additional Notes” and, together with the Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “Notes”). The Initial Notes and the Notes, in whole or in part, at Additional Notes shall be considered collectively as a redemption price equal to the greater single series of (1) 100% Securities for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Diamondback Energy, Inc.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20September 24, 2020 2021, among the Issuers, the Guarantors party thereto, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the IssuerIssuers and each Guarantor. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4.375% Senior Secured Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuers’ 4.375% Senior Secured Notes due 2028 issued under the Indenture on September 24, or 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to September 24, prior to November 20, 20232021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notes, in whole or in part, at a redemption price equal entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in by certain subsidiaries of the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerCompany.

Appears in 1 contract

Samples: Indenture (Pactiv Evergreen Inc.)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20May 9, 2020 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors Guarantors, the Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9% Senior Notes due 2018 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $200,000,000 aggregate principal amount of the Issuers’ 9% Senior Notes due 2018 issued under the Indenture on May 9, or 2012 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to May 9, prior to November 20, 20232012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in partthe entering into of agreements that restrict distribution from restricted subsidiaries, at a redemption price equal transactions with affiliates, the business activities of Affinity Finance and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Affinity Gaming, LLC)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 13 1/2% Senior Notes due 2004, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of November 20June 24, 2020 1997, by and between the Company and First Trust National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under this Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, Initial Notes pursuant to the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under this Indenture. All capitalized terms used in this Note which are defined in this Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer and its Restricted Subsidiariesmeanings assigned to them in this Indenture. The terms of the Notes include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of this Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to this Indenture and the Indenture TIA for a statement of those such terms. The Notes are senior obligations No reference herein to this Indenture and no provisions of this Note or of this Indenture shall alter or impair the obligation of the Issuer. The aggregate principal amount of the Notes that may be authenticated Company, which is absolute and delivered under the Indenture is unlimited. Each Holderunconditional, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of pay the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20of, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon to and interest on this Note at the redemption datetimes, as calculated by place, and rate, and in the Independent Investment Bankercoin or currency, herein prescribed.

Appears in 1 contract

Samples: Indenture (Verio Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 22, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors Guarantors, the Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustees. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture 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. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 3.875% Senior Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) €450,000,000 aggregate principal amount of the Issuer’s 3.875% Senior Notes due 2028 issued under the Indenture on October 22, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 22, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in partthe entering into of agreements that restrict distribution from restricted subsidiaries, at a redemption price equal transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Primo Water Corp /CN/)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20May 13, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCumulus Media Inc., the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent U.S. Bank National Association (the “Trustee”) and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesAgent. The terms of the 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, and the rules and regulations of the SEC promulgated thereunder, as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.75% Senior Notes, Series B, due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $610,000,000 principal amount of the Issuer’s 7.75% Senior Notes, Series A, due 2019 issued under the Indenture on May 13, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.75% Senior Notes, Series A, due 2019 or 7.75% Senior Notes, Series B, due 2019 of the Issuer that may be issued from time to timetime under the Indenture subsequent to May 13, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 7.75% Senior Notes, Series B, due 2019 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Cumulus Media Inc)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20April 19, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, Issuers and the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuerIssuers. The aggregate principal amount at maturity of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 11% Senior Discount Notes, Series A, due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $685,000,000 principal amount at maturity of the Issuers’ 11% Senior Discount Notes, Series A, due 2019 issued under the Indenture on April 19, 2011 (the “Initial Notes”) and (ii) if and when issued, additional 11% Senior Discount Notes, Series A, due 2019 or 11% Senior Notes, Series B, due 2019 of the Issuers that may be issued from time to timetime under the Indenture subsequent to April 19, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the Issuer maymaking of restricted payments, at its optionthe sale of assets and subsidiary stock, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Justice Delaware Holdco Inc.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20September 1, 2020 2023, among the Issuer, the Guarantors, the Trustee and the Secured Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $980,815,000 principal amount of the Issuer’s 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 issued under the Indenture on September 1, or 2023 (the “Initial Notes”), (ii) PIK Notes issued from time to timetime as a result of a PIK Payment under the Indenture and (iii) if and when issued, prior additional Notes that may be issued from time to November 20time under the Indenture subsequent to September 1, 20232023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem Additional Notes and the PIK Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% maximum extent possible, shall be considered collectively as a single class for all purposes of the principal amount Indenture; provided that any Additional Notes will not be issued with the same CUSIP number, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax and securities law purposes. The Indenture imposes certain limitations on the incurrence of such Notes indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to be redeemed the provision of financial information and (2) the sum provision of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Carvana Co.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20June 24, 2020 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors Guarantors, the Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.375% Senior Notes due 2022 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $525,000,000 aggregate principal amount of the Issuer’s 5.375% Senior Notes due 2022 issued under the Indenture on June 24, or 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to June 24, prior to November 20, 20232014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered Issuer’s 5.375% Senior Notes due 2022 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Cott Corp /Cn/)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20March 25, 2020 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors Guarantors, the Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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.C. Sections 77aaa‑77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.500% Senior Notes due 2027 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $600,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2027 issued under the Indenture on March 25, or 2019 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to March 25, prior to November 20, 20232019 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in partthe entering into of agreements that restrict distribution from restricted subsidiaries, at a redemption price equal transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (CHURCHILL DOWNS Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 19, 2020 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Blue Acquisition Sub, Inc. and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 9⅞% Senior Notes, Series A, due 2018 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $800,000,000 principal amount of the Issuer’s 9⅞% Senior Notes, Series A, due 2018 issued under the Indenture on October 19, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9⅞% Senior Notes, Series A, due 2018 or 9⅞% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to timetime under the Indenture subsequent to October 19, prior to November 20, 20232010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 9⅞% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture and the Security Documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Burger King Holdings Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20June 8, 2020 2020, among the Issuer, the guarantors party thereto from time to time, the Trustee and the Collateral Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 8.375% Senior Secured Notes due 2025 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,300,000,000 principal amount of the Issuer’s 8.375% Senior Secured Notes due 2025 issued under the Indenture on June 8, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to June 8, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Joinder Agreement (Macy's, Inc.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 205, 2020 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Viking Acquisition Inc. and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 9¼% Senior Notes, Series B, due 2018 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $275,000,000 principal amount of the Issuer’s 9¼% Senior Notes, Series A, due 2018 issued under the Indenture on November 5, 2010 (the “Initial Notes”), (ii) if and when issued, additional 9¼% Senior Notes, Series A, due 2018 or 9¼% Senior Notes, Series B, due 2018 of the Issuer that may be issued from time to time, prior time under the Indenture subsequent to November 205, 20232010 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 9¼% Senior Notes, Series B, due 2018 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture and the Security Documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Armored AutoGroup Inc.)

Indenture. The Issuer This Note is one of a duly authorized series of Securities issued the Notes or to be issued in one or more series under an Indenture, Indenture dated as of November 2021, 2020 2001 (the “Original Indenture”), as it may be supplemented and amended or supplemented from time to time in accordance by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of March 30, 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”) and a Sixth Supplemental Indenture dated as of February 6, 2015 (the “Sixth Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), among by and between the IssuerCompany and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors Trustee and Citibankthe Holders, N.A.and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as trusteethe “3.850% Senior Notes due 2045” of the Company initially limited in aggregate principal amount to $600,000,000 (the “Notes”). Such series may be reopened, security registrarfrom time to time, transfer agent for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and paying agentother terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Indenture imposes certain limitations on Notes are unsecured senior obligations of the Issuer Company and its Restricted Subsidiariesrank pari passu with all unsecured and unsubordinated obligations of the Company. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such those terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of all those terms. The Notes are senior obligations To the extent permitted by applicable law, in the event of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of any inconsistency between the terms of this Note and provisions the terms of the Indenture, as amended from time to timethe terms of the Indenture shall control. Reverse Side of Form of 3.850% Senior Note due 2045 Capitalized terms used herein and but not defined herein in this Note have the respective meanings ascribed thereto in to them by the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker.

Appears in 1 contract

Samples: Supplemental Indenture (Northrop Grumman Corp /De/)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20July 31, 2020 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 10.75% Senior Notes due 2023 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $700,000,000 principal amount of the Company’s 10.75% Senior Notes due 2023 issued under the Indenture on July 31, or 2015 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to July 31, prior to November 20, 20232015 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Builders FirstSource, Inc.)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20December 23, 2020 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A.Company, as trusteeissuer, security registrarEdgen Xxxxxx XX, transfer agent L.P., as a Guarantor and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Issuer. The aggregate principal amount of Indenture (the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are secured senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited, provided that at least the net cash proceeds from any issuance of Additional Notes are invested in Additional Assets in accordance with the Indenture. This Note is one of the 12 1/4% Senior Secured Notes due 2015 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $465,000,000 aggregate principal amount of the Company’s 12 1/4% Senior Secured Notes due 2016 issued under the Indenture on December 23, or 2009 (herein called “Initial Notes”), (ii) if and when issued, additional 12 1/4% Senior Secured Notes due 2015 of the Company that may be issued from time to timetime under the Indenture subsequent to December 23, prior to November 20, 20232009 (herein called “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered Company’s 12 1/4% Senior Secured Notes due 2015 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in whole or in partthe Collateral. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, sale-leaseback transactions, transaction with affiliates, the making of payments for consents, business activities, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20by certain subsidiaries. To guarantee the due and punctual payment of the principal, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Company under the Indenture, the Notes, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the redemption dateterms of the Notes and the Indenture, as calculated by the Independent Investment BankerGuarantors have unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior, secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Samples: Intercreditor Agreement (Edgen Group Inc.)

Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture, Indenture dated as of November 20October 4, 2020 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as it may be amended or supplemented from time to time in accordance with issuer (the terms thereof“Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirty-Second Supplemental Indenture thereto dated as of October 11, 2018 (the Thirty-Second Supplemental Indenture”), among the Issuer, the Guarantors Parent Guarantor and Citibankthe Trustee, N.A.providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as trusteeamended and supplemented by the Tenth Supplemental Indenture and the Thirty-Second Supplemental Indenture, security registrarand as may be further duly amended and supplemented in accordance with the terms thereof, transfer agent and paying agentis referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. The Indenture imposes certain limitations on This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “4.15% Senior Notes due 2028” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and its Restricted Subsidiariespursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations such terms and a description of the Issuer. The aggregate principal amount rights, limitations of rights, obligations, duties and immunities thereunder of the Notes that may be authenticated Trustee, the Issuer, the Parent Guarantor and delivered under the Holder hereof. If and to the extent any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is unlimited. Each Holder, by accepting a Note, agrees required to be bound included in the Indenture or is deemed applicable to the Indenture by all virtue of the terms and provisions of the IndentureTIA, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerprovision shall control.

Appears in 1 contract

Samples: Supplemental Indenture (Enterprise Products Partners L P)

Indenture. The Issuer Company issued the 2053 Notes as a series of Securities under an Indenture, the Indenture dated as of November 20May 31, 2020 2023 (the “Base Indenture”) between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of May 31, 2023 (the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto applicable to the 2053 Notes, herein called the “Indenture”) among the Company, Ovintiv Canada ULC, a British Columbia corporation (the “Subsidiary Guarantor”), among and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 2053 Notes include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to timeAct. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2053 Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2053 Note and the terms of the Indenture, the terms of the Indenture shall control. The aggregate principal amount of 2053 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2053 Note is one of the 7.100% Senior Notes due 2053 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe 2053 Notes include (i) $400,000,000 aggregate principal amount of the Company’s 7.100% Senior Notes due 2053 issued under the Indenture on May 31, or 2023 in an offering registered under the Securities Act (the “Initial 2053 Notes”), and (ii) if and when issued, an unlimited principal amount of additional 7.100% Senior Notes due 2053 that may be issued from time to time, prior under the Indenture, subsequent to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20May 31, 2023 (such redemption price being set forth in the table in “Additional 2053 Notes” and, together with the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excludingInitial 2053 Notes, the redemption date“2053 Notes”), discounted to . The Initial 2053 Notes and the redemption date on Additional 2053 Notes shall be considered collectively as a semi-annual basis (assuming a 360-day year consisting single series of twelve 30-day months) at Securities for all purposes of the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Ovintiv Inc.)

Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture, Indenture dated as of November 20October 4, 2020 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as it issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Wxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Company, the Parent Guarantor and the Trustee, providing for the Company as the successor issuer and (iii) the Twenty-Eighth Supplemental Indenture thereto dated as of April 13, 2016 (the “Twenty-Eighth Supplemental Indenture”), among the Company, the Parent Guarantor and the Trustee, providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Twenty-Eighth Supplemental Indenture, and as may be further duly amended or and supplemented from time to time in accordance with the terms thereof, is referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. This Security is one of a duly authorized issue of Debt Securities of the series designated by the Company as “3.950% Senior Notes due 2027” (such series of Debt Securities being referred to herein as the “Securities”), among all of which are issued or to be issued under and pursuant to the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations such terms and a description of the Issuer. The aggregate principal amount rights, limitations of rights, obligations, duties and immunities thereunder of the Notes that may be authenticated Trustee, the Company, the Parent Guarantor and delivered under the Holder hereof. If and to the extent any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is unlimited. Each Holder, by accepting a Note, agrees required to be bound included in the Indenture or is deemed applicable to the Indenture by all virtue of the terms and provisions of the IndentureTIA, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerprovision shall control.

Appears in 1 contract

Samples: Enterprise Products Operating (Enterprise Products Partners L P)

Indenture. The Issuer Company issued the 2025 Notes under an Indenture, Indenture dated as of November 20May 7, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors Guarantors, the Trustee and Citibank, N.A.U.S. Bank National Association, as trustee, security registrar, transfer notes collateral agent and paying agent(the “Notes Collateral Agent”). The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The 2025 Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. The Notes are senior obligations If and to the extent that any provision of the Issuer. The aggregate principal amount of the 2025 Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holderlimits, by accepting qualifies or conflicts with a Note, agrees to be bound by all of the terms and provisions provision of the Indenture, as amended from time to timesuch provision of the Indenture shall control. Capitalized terms used herein and not defined herein have The 2025 Notes are senior secured obligations of the meanings ascribed thereto in the IndentureCompany. [This 2025 Note is one of the Initial Notes referred to in the IndentureIndenture and is referred to herein as the “Initial 2025 Notes.”]3 The 2025 Notes comprise a series of Notes issued under the Indenture and include the Initial Notes of such series [(the “Initial 2025 Notes”)] and any Additional Notes of such series. Optional Redemption with a Make-Whole Premium At any time, or from time In addition to time, prior to November 20, 2023the 2025 Notes, the Issuer 2023 Notes and the 2027 Notes are additional series of notes issued under the Indenture, and the 2025 Notes, together with the 2023 Notes and the 2027 Notes, are herein collectively referred to as “the Notes.” The Initial 2025 Notes and any Additional Notes of such series may, at its the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes of such series 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 Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, 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 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. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not less than 10 nor more than 60 days’ prior notice delivered an Excluded Subsidiary and that is required to each Holder’s registered address, redeem guarantee the Notes, in whole or in part, at a redemption price equal Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the greater of (1) 100% terms of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

Indenture. The Issuer issued the Series B Second Lien Notes under an Indenture, dated as of November 20October 6, 2020 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Existing Indenture”), among the Issuer, the Guarantors named therein and Citibank, N.A.the Trustee, as trusteesupplemented by the First Supplemental Indenture, security registrardated as of October 20, transfer agent 2010, among the Issuer, the Guarantors named therein and paying agentthe Trustee, the Second Supplemental Indenture, dated as of November 15, 2010, among the Issuer, the Guarantors named therein and the Trustee (the Existing Indenture as supplemented, the “Indenture”). This Series B Second Lien Note is one of a duly authorized issue of notes of the Issuer designated as its 15% Senior Secured Second Lien Notes due 2021, Series B. The Issuer shall be entitled to issue Additional Series B Second Lien Notes pursuant to Sections 2.01, 4.09 and 4.12 of the Indenture. The Indenture imposes Second Lien Notes (including any Exchange Notes issued in exchange therefor) and the Series B Second Lien Notes (including any Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. In addition, the Notes will be treated along with certain limitations on other Pari Passu Secured Indebtedness of the Issuer as a single class for amendments and its Restricted Subsidiarieswaivers and for taking certain other actions. The terms of the Series B Second Lien 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 (the “Trust Indenture Act”). The Series B Second Lien Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of those such terms. The Notes are senior obligations To the extent any provision of this Series B Second Lien Note conflicts with the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one provisions of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to Indenture shall govern and be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercontrolling.

Appears in 1 contract

Samples: Supplemental Indenture (Energy Future Competitive Holdings CO)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20May 1, 2020 2007 (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 and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. 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. The Notes are general unsecured, senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that which may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 71/8% Senior Notes due 2017 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $350,000,000 aggregate principal amount of the Company’s 71/8% Senior Notes due 2017 issued under the Indenture on May 1, or 2007 and registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 71/8% Senior Notes due 2017 that may be issued from time to time, prior under the Indenture, subsequent to November 20May 1, 20232007 in a registered offering of the Company (the “Additional Notes” and together with the Initial Notes, the Issuer may“Notes”). The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes, at among other things, certain limitations on the Incurrence of Indebtedness by the Company and its optionSubsidiaries, upon not less than 10 nor more than 60 days’ prior notice delivered the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating from both Rating Agencies. In addition, the Indenture limits the ability of the Company and its Subsidiaries to each Holder’s registered address, redeem enter into agreements that restrict distributions and dividends from Subsidiaries and requires the Notes, in whole or in part, at a redemption price equal Company to make available SEC information to the greater of (1) 100% of Holders as well as requiring certain Restricted Subsidiaries to guarantee the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of obligations under the Notes on November 20, 2023 (such redemption price being set forth in and the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Cimarex Energy Co

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20September 25, 2020 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Thirteenth Supplemental Indenture dated as of April 23, 2008 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, with respect to the Supplemental Indenture, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on subsidiary guarantors signatory thereto (the Issuer and its Restricted Subsidiaries“Subsidiary Guarantors”). The terms of the 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 §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of those such terms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $600 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, issue price and date of first payment of interest) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. To secure the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes referred to in and the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem Subsidiary Guarantors have unconditionally guaranteed the Notes, in whole or in part, at a redemption price equal to Note Obligations under the greater of (1) 100% of the principal amount of such Notes to be redeemed Indenture and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted senior basis pursuant to the redemption date on a semi-annual basis (assuming a 360-day year consisting terms of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Indenture (Plains All American Pipeline Lp)

Indenture. The Issuer Company issued the 2023 Notes under an Indenture, Indenture dated as of November 20May 7, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors Guarantors, the Trustee and Citibank, N.A.U.S. Bank National Association, as trustee, security registrar, transfer notes collateral agent and paying agent(the “Notes Collateral Agent”). The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The 2023 Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. The Notes are senior obligations If and to the extent that any provision of the Issuer. The aggregate principal amount of the 2023 Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holderlimits, by accepting qualifies or conflicts with a Note, agrees to be bound by all of the terms and provisions provision of the Indenture, as amended from time to timesuch provision of the Indenture shall control. Capitalized terms used herein and not defined herein have The 2023 Notes are senior secured obligations of the meanings ascribed thereto in the IndentureCompany. [This 2023 Note is one of the Initial Notes referred to in the IndentureIndenture and is referred to herein as the “Initial 2023 Notes.”]3 The 2023 Notes comprise a series of Notes issued under the Indenture and include the Initial Notes of such series [(the “Initial 2023 Notes”)] and any Additional Notes of such series. Optional Redemption with a Make-Whole Premium At any time, or from time In addition to time, prior to November 20, 2023the 2023 Notes, the Issuer 2025 Notes and the 2027 Notes are additional series of notes issued under the Indenture, and the 2023 Notes, together with the 2025 Notes and the 2027 Notes, are herein collectively referred to as “the Notes.” The Initial 2023 Notes and any Additional Notes of such series may, at its the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes of such series 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 Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, 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 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. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not less than 10 nor more than 60 days’ prior notice delivered an Excluded Subsidiary and that is required to each Holder’s registered address, redeem guarantee the Notes, in whole or in part, at a redemption price equal Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the greater of (1) 100% terms of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Gap Inc)

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of November March 20, 2020 2013 (the “Base Indenture”) (as it supplemented by the First Supplemental Indenture dated as of June 21, 2013, the Second Supplemental Indenture dated as of November 6, 2013, the Third Supplemental Indenture dated as of November 15, 2013, the Fourth Supplemental Indenture dated as of March 17, 2014, the Fifth Supplemental Indenture dated as of April 2, 2014, together and as may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Note Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time. Capitalized The Notes are general unsecured obligations of the Company of which $75,000,000 in aggregate principal amount will be issued on April 2, 2014 as Additional Notes, in addition to the $550,000,000 in aggregate principal amount issued on March 20, 2013 and the $110,000,000 in aggregate principal amount issued on November 15, 2013. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms used herein of the Notes and not defined herein the Indenture, the Note Guarantors have unconditionally guaranteed (and each of the meanings ascribed thereto existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. This The obligations of each Note is one 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 Notes referred obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Indenture. Optional Redemption with obligations of such Note Guarantor under its Note Guarantee not constituting a Make-Whole Premium At any timefraudulent conveyance, fraudulent transfer or from time to time, prior to November 20, 2023, similar illegal transfer under federal or state law or the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% law of the principal amount jurisdiction of formation or incorporation of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerNote Guarantor.

Appears in 1 contract

Samples: Supplemental Indenture (MDC Partners Inc)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20July 17, 2020 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, Issuers and the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 13.375% Senior Subordinated Notes due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $725,000,000 principal amount of the Issuers’ 13.375% Senior Subordinated Notes due 2019 issued under the Indenture on July 17, or 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to July 17, prior to November 20, 20232012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered 13.375% Senior Subordinated Notes due 2019 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Valley Telephone Co., LLC)

Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture, Indenture dated as of November 20October 4, 2020 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as it may be amended or supplemented from time to time in accordance with issuer (the terms thereof“Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirty-Second Supplemental Indenture thereto dated as of October 11, 2018 (the Thirty-Second Supplemental Indenture”), among the Issuer, the Guarantors Parent Guarantor and Citibankthe Trustee, N.A.providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as trusteeamended and supplemented by the Tenth Supplemental Indenture and the Thirty-Second Supplemental Indenture, security registrarand as may be further duly amended and supplemented in accordance with the terms thereof, transfer agent and paying agentis referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. The Indenture imposes certain limitations on This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “4.80% Senior Notes due 2049” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and its Restricted Subsidiariespursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations such terms and a description of the Issuer. The aggregate principal amount rights, limitations of rights, obligations, duties and immunities thereunder of the Notes that may be authenticated Trustee, the Issuer, the Parent Guarantor and delivered under the Holder hereof. If and to the extent any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is unlimited. Each Holder, by accepting a Note, agrees required to be bound included in the Indenture or is deemed applicable to the Indenture by all virtue of the terms and provisions of the IndentureTIA, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerprovision shall control.

Appears in 1 contract

Samples: Supplemental Indenture (Enterprise Products Partners L P)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 13 1/2% Senior Notes due 2004, Series B (herein called the "Unrestricted Notes"). The Issuer Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of November 20June 24, 2020 1997, by and between the Company and First Trust National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under this Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes), among issued in exchange for the Issuer, Initial Notes pursuant to the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under this Indenture. All capitalized terms used in this Note which are defined in this Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer and its Restricted Subsidiariesmeanings assigned to them in this Indenture. The terms of the Notes include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.sx. 00aaa-77bbb) (the "TIA"), as in effect on the date of this Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to this Indenture and the Indenture TIA for a statement of those such terms. The Notes are senior obligations No reference herein to this Indenture and no provisions of this Note or of this Indenture shall alter or impair the obligation of the Issuer. The aggregate principal amount of the Notes that may be authenticated Company, which is absolute and delivered under the Indenture is unlimited. Each Holderunconditional, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of pay the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20of, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon to and interest on this Note at the redemption datetimes, as calculated by place, and rate, and in the Independent Investment Bankercoin or currency, herein prescribed.

Appears in 1 contract

Samples: Verio Inc

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Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20December 6, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and CitibankThe Bank of New York Mellon Trust Company, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on N.A. (the Issuer and its Restricted Subsidiaries“Trustee”). The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.125% Senior Notes, Series A, due 2021 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $800,000,000 principal amount of the Issuer’s 7.125% Senior Notes, Series A, due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to timetime under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 7.125% Senior Notes, Series B, due 2021 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, entering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, the consummation of mergers and consolidations and the activities of the Issuer prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem consummation of the Notes, in whole or in part, at a redemption price equal Acquisition. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes by certain subsidiaries. Upon the occurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on November 20, 2023 (such redemption price being set forth the Issuer will cease to be in effect upon the table in consummation of the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerAcquisition.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20March 29, 2020 2022, among the Issuer, the Guarantors named therein and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.625% Senior Notes due 2030 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $600,000,000 principal amount of the Issuer’s 6.625% Senior Notes due 2030 issued under the Indenture on March 29, or 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to March 29, prior to November 20, 20232022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Owens & Minor Inc/Va/

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20July 16, 2020 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Subsidiary Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that which may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 10.000% Senior Notes, Series B, due 2020 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $225,000,000 aggregate principal amount of the Issuers’ 10.000% Senior Notes, Series A, due 2020 issued under the Indenture on July 16, 2013 (herein called “Initial Notes”), (ii) if and when issued, additional 10.000% Senior Notes, Series A, due 2020 or 10.000% Senior Notes, Series B, due 2020 of the Issuers that may be issued from time to timetime under the Indenture subsequent to July 16, prior to November 20, 20232013 (herein called “Additional Notes”) and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered to each Holder’s registered address, redeem the 10.000% Senior Notes, Series B, due 2020 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, at Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Issuers and the Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Issuers and the Restricted Subsidiaries, the purchase or redemption price equal of Capital Stock of the Issuers and the Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations and investments of the Issuers and the Restricted Subsidiaries, provided, however, certain of such limitations shall be suspended if the Notes attain an Investment Grade Rating. In addition, the Indenture limits the ability of the Issuers and the Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Restricted Subsidiaries and requires the Company to make available SEC information to the greater of (1) 100% of Holders as well as requiring certain Restricted Subsidiaries to guarantee the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of obligations under the Notes on November 20, 2023 (such redemption price being set forth in and the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Quiksilver (Quiksilver Inc)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20March 26, 2020 2021, between the Company and the Guarantors named therein and the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.125% Senior Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $600,000,000 principal amount of the Company’s 6.125% Senior Notes due 2028 issued under the Indenture on March 26, or 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to March 26, prior to November 20, 20232021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notes, in whole or in part, at a redemption price equal making of payments for consents and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: loanDepot, Inc.

Indenture. The Issuer Notes are, and shall be, issued the Notes under an Indenture, dated as of November 20June 3, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors and Citibankparty thereto, N.A.The Bank of New York Mellon, as trusteetrustee (the “Trustee”), security registrarRegistrar, transfer Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the “ Agents” and paying agent. each individually an “Agent”) and The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesBank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of those terms. The Notes are senior obligations the respective rights, limitations of rights, duties and immunities thereunder of the Issuer. The aggregate principal amount Company, the Trustee, each Agent and the Holders of the Notes that may be and the terms upon which the Notes, are, and are to be, authenticated and delivered under delivered. All terms used in this Note that are defined in the Indenture is unlimitedshall have the meanings assigned to them in the Indenture. Each Holder, by accepting a Note, agrees to be bound by all Copies of the terms Indenture and provisions each Global Note shall be available for inspection at the offices of the Indenture, as amended Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Capitalized terms used herein Additional Notes issued in this manner shall be consolidated with and not defined herein have shall form a single series with the meanings ascribed thereto previously outstanding Notes; provided that any such Additional Notes issued under the same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening” for U.S. federal income tax purposes or with no more than de minimis original issue discount for U.S. federal income tax purposes. Unless the Indenturecontext otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. This The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial]1 [Additional]2 Notes referred to in the Indenture. Optional Redemption The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordance with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, Section 2.14 of the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Indenture. The Notes, in whole or in part, at any Additional Notes are treated as a redemption price equal to single class of securities under the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

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

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20April 30, 2020 2021, among the Issuer, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture and the TIA, and Holders are referred to the Indenture and the TIA for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.875% Second Lien Secured Notes due 2029 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 principal amount of the Issuer’s 5.875% Second Lien Secured Notes due 2029 issued under the Indenture on April 30, or 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to April 30, prior to November 202021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that if any Additional Notes are not part of the same issue as the Notes offered hereby under the Indenture for United States federal income tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from any other Notes, 2023such Additional Notes may have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will still constitute a single series with all other Notes issued under the Indenture for all other (i.e., non-income tax) purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Initial Agreement (Frontier Communications Corp)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20December 6, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and CitibankThe Bank of New York Mellon Trust Company, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on N.A. (the Issuer and its Restricted Subsidiaries“Trustee”). The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.125% Senior Notes, Series B, due 2021 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $800,000,000 principal amount of the Issuer’s 7.125% Senior Notes, Series A, due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”), (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to timetime under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 7.125% Senior Notes, Series B, due 2021 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, entering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, the consummation of mergers and consolidations and the activities of the Issuer prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem consummation of the Notes, in whole or in part, at a redemption price equal Acquisition. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes by certain subsidiaries. Upon the occurrence of an Investment Grade Rating Event, certain covenants will no longer be in effect. Certain restrictions on November 20, 2023 (such redemption price being set forth the Issuer will cease to be in effect upon the table in consummation of the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerAcquisition.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Indenture. The Issuer Company issued the Notes under an Indenture, the Debt Securities Indenture dated as of November 20April 5, 2020 2012 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of April 5, 2012 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), ) by and among the IssuerCompany, the Subsidiary Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations In the event of any inconsistency between the terms of this Note and the terms of the IssuerIndenture, the terms of the Indenture shall control. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.875% Senior Notes due 2022 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 issued under the Indenture on April 5, or 2012 and registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 5.875% Senior Notes due 2022 that may be issued from time to time, prior under the Indenture, subsequent to November 20April 5, 20232012 in a registered offering of the Company (the “Additional Notes” and together with the Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “Notes”). The Initial Notes and the Notes, in whole or in part, at Additional Notes shall be considered collectively as a redemption price equal to the greater of (1) 100% single class for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Cimarex Energy Co)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20October 27, 2020 2020, between the Company and the Guarantors named therein and the Trustee (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.500% Senior Notes due 2025 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Company’s 6.500% Senior Notes due 2025 issued under the Indenture on October 27, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 27, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notes, in whole or in part, at a redemption price equal making of payments for consents and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (loanDepot, Inc.)

Indenture. The Issuer This Note is one of a duly authorized series of Securities issued the Notes or to be issued in one or more series under an Indenture, Indenture dated as of November 2021, 2020 2001 (the “Original Indenture”), as it may be supplemented and amended or supplemented from time to time in accordance by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of March 30, 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”), and a Tenth Supplemental Indenture dated as of September 2, 2021 (the “Tenth Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), among by and between the IssuerCompany and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors Trustee and Citibankthe Holders, N.A.and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as trusteethe “7.750% Senior Notes due 2026” of the Company initially limited in aggregate principal amount to $47,828,000 (the “Notes”). Such series may be reopened, security registrarfrom time to time, transfer agent for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and paying agentother terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Indenture imposes certain limitations on Notes are unsecured senior obligations of the Issuer Company and its Restricted Subsidiariesrank pari passu with all unsecured and unsubordinated obligations of the Company. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such those terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of all those terms. The Notes are senior obligations To the extent permitted by applicable law, in the event of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of any inconsistency between the terms of this Note and provisions the terms of the Indenture, as amended from time to timethe terms of the Indenture shall control. Capitalized terms used herein and but not defined herein in this Note have the respective meanings ascribed thereto in to them by the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Northrop Grumman Corp /De/)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20February 29, 2020 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior unsecured obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.375% Senior Notes due 2034 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,000,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2034 issued under the Indenture on February 29, or 2024 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent February 29, prior to November 20, 20232024 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Builders FirstSource, Inc.)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 13 1/2% Senior Notes due 2004, Series B (herein called the "Unrestricted Notes"). The Issuer Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of November 20June 24, 2020 1997, by and between the Company and First Trust National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under this Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes), among issued in exchange for the Issuer, Initial Notes pursuant to the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under this Indenture. All capitalized terms used in this Note which are defined in this Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer and its Restricted Subsidiariesmeanings assigned to them in this Indenture. The terms of the Notes include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbb) (the "TIA"), as in effect on the date of this Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to this Indenture and the Indenture TIA for a statement of those such terms. The Notes are senior obligations No reference herein to this Indenture and no provisions of this Note or of this Indenture shall alter or impair the obligation of the Issuer. The aggregate principal amount of the Notes that may be authenticated Company, which is absolute and delivered under the Indenture is unlimited. Each Holderunconditional, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of pay the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20of, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon to and interest on this Note at the redemption datetimes, as calculated by place, and rate, and in the Independent Investment Bankercoin or currency, herein prescribed.

Appears in 1 contract

Samples: Indenture (Verio Inc)

Indenture. The Issuer Obligor issued the Notes this 2023 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Seventh Supplemental Indenture, dated as of November 20June 21, 2020 2013 (as it may be amended or supplemented from time to time in accordance the “Seventh Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, Obligor and the Guarantors and Citibank, N.A., Trustee. Capitalized terms used herein are used as trustee, security registrar, transfer agent and paying agent. The defined in the Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesunless otherwise indicated. The terms of the Notes this 2023Senior Note include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the IssuerIndenture (the “TIA”). The aggregate principal amount of the Notes that may be authenticated and delivered under Terms defined in the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This 2023 Senior Note is one subject to all terms and provisions of the Notes referred to Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. Optional Redemption with In the event of a Make-Whole Premium At conflict between any time, or from time to time, prior to November 20, 2023provision of this 2023 Senior Note and the Indenture, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at Indenture shall govern such provision. This 2023 Senior Note is a redemption price equal to the greater of (1) 100% senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount of such Notes to may be redeemed and (2) at any one time Outstanding. The Indenture imposes certain limitations on the sum ability of the present value at such redemption date of (i) Obligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the redemption price ability of the Notes on November 20Obligor to consolidate or merge with or into any other Person or convey, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) transfer or lease all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankeror substantially all its property.

Appears in 1 contract

Samples: Agilent Technologies Inc

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20August 17, 2020 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and CitibankThe Bank of New York Mellon Trust Company, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on N.A. (the Issuer and its Restricted Subsidiaries“Trustee”). The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.750% Senior Notes, Series A, due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuer’s 7.750% Senior Notes, Series A, due 2024 issued under the Indenture on August 17, 2017 (the “Initial Notes”), (ii) if and when issued, additional 7.750% Senior Notes, Series A, due 2024 or 7.75% Senior Notes, Series B, due 2024 of the Issuer that may be issued from time to timetime under the Indenture subsequent to August 17, prior to November 20, 20232017 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 7.750% Senior Notes, Series B, due 2024 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture. The Indenture imposes certain limitations on the making of restricted payments, the incurrence of certain liens, the making of payments for consents, and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Indenture. The Issuer Issuers issued the Notes Securities under an Indenture, Indenture dated as of November 2010, 2020 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors Subsidiary Guarantor and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes Securities include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement Act of those terms. The Notes are senior obligations 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Issuer. The aggregate principal amount of Indenture (the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time“Act”). Capitalized terms used herein 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 Securityholders are referred to the Indenture and the Act for a statement of those terms. 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 obligations of the Issuers. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture is unlimited. This Note Security is one of the Notes 8.75% Senior Notes, Series B, due 2017 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Securities include (i) $250,000,000 aggregate principal amount of the Issuers’ 8.75% Senior Notes, Series A, due 2017 issued under the Indenture on November 10, 2009 (herein called “Initial Securities”), (ii) if and when issued, additional 8.75% Senior Notes, Series A, due 2017 or 8.75% Senior Notes, Series B, due 2017 of the Issuers that may be issued from time to time, prior time under the Indenture subsequent to November 2010, 20232009 (herein called “Additional Securities”) as provided in Section 2.1 (a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered to each Holder’s registered address, redeem the 8.75% Senior Notes, Series B, due 2017 that may be issued from time to time under the Indenture in whole exchange for Initial Securities or Additional Securities in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Securities”). The Initial Securities, at Additional Securities and Exchange Securities are treated as a redemption price equal single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of guarantees of the principal amount of such Notes to be redeemed Securities by certain subsidiaries. To guarantee the due and (2) the sum punctual payment of the present value at such redemption date of (i) the redemption price of the Notes on November 20principal, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Issuers under the Indenture, the Securities and the Registration Rights Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the redemption dateterms of the Securities and the Indenture, as calculated by the Independent Investment BankerSubsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Samples: License Agreement (Colt Finance Corp.)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20August 22, 2020 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein, the Trustee and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesNotes Collateral Agent. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.625% Senior Secured Notes due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 principal amount of the Company’s 5.625% Senior Secured Notes due 2024 issued under the Indenture on August 22, or 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to August 22, prior to November 20, 20232016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Builders FirstSource, Inc.)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20May 6, 2020 2022, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 10.2500% Senior Notes due 2030 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $3,275,000,000 principal amount of the Issuer’s 10.2500% Senior Notes due 2030 issued under the Indenture on May 6, or 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to May 6, prior to November 20, 20232022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Carvana Co.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20September 30, 2020 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.500% Senior Notes due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $425,000,000 principal amount of the Company’s 5.500% Senior Notes due 2024 issued under the Indenture on September 30, or 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to September 30, prior to November 20, 20232016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Versum Materials, Inc.)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November April 20, 2020 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.875% Senior Notes due 2025 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Company’s 6.875% Senior Notes due 2025 issued under the Indenture on April 20, or 2017 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time, prior time under the Indenture subsequent to November April 20, 20232017 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the Incurrence of Indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe Incurrence of certain Liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (TUTOR PERINI Corp)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 2, 2020 2020, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.625% Senior Notes due 2025 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuer’s 5.625% Senior Notes due 2025 issued under the Indenture on October 2, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 2, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Carvana Co.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10% Senior Notes due 2007, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $225,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of November 20October 17, 2020 1997, by and between the Company and The Chase Manhattan Bank, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under this Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, Initial Notes pursuant to the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer and its Restricted Subsidiariesmeanings assigned to them 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 of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of those such terms. The Notes are senior obligations No reference herein to the Indenture and no provisions of this Note or of the Issuer. The aggregate principal amount Indenture shall alter or impair the obligation of the Notes that may be authenticated Company, which is absolute and delivered under the Indenture is unlimited. Each Holderunconditional, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of pay the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20of, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amountspremium, if any, thereon to and interest on this Note at the redemption datetimes, as calculated by place, and rate, and in the Independent Investment Bankercoin or currency, herein prescribed.

Appears in 1 contract

Samples: RCN Corp /De/

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20August 16, 2020 2021, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4.875% Senior Notes due 2029 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 principal amount of the Issuer’s 4.875% Senior Notes due 2029 issued under the Indenture on August 16, or 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to August 16, prior to November 20, 20232021 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Carvana Co.)

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of November 20March 10, 2020 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture"), among the IssuerCompany, each of the Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 9 1/4% Senior Subordinated Notes due 2006, Series B (the "Exchange Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000 which may be issued under the Indenture. (the "Exchange Notes"). The Notes include the 9 1/4% Senior Subordinated Notes due 2006, Series A (the "Initial Notes"), the Guarantors Private Exchange Notes and Citibankthe Exchange Notes, N.A., as trustee, security registrar, transfer agent and paying agentissued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture imposes certain limitations on the Issuer and its Restricted Subsidiariesunless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code 77aaa- 77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of those termsthem. The Notes are senior general unsecured obligations of the IssuerCompany. The aggregate principal amount Payment on each Note is guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article Twelve of the Notes that may be authenticated and delivered under the Indenture is unlimitedIndenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to timetime in accordance with its terms. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker5.

Appears in 1 contract

Samples: Sitel Corp

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20April 4, 2020 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, Issuers and the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.00% Senior Notes due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $265,000,000 principal amount of the Issuers’ 9.00% Senior Notes due 2019 issued under the Indenture on April 4, or 2012 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to April 4, prior to November 20, 20232012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Townsquare Media, LLC)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20October 1, 2020 2020, among the Issuers, the Guarantors party thereto, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the IssuerIssuers and each Guarantor. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4.000% Senior Secured Notes due 2027 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,000,000,000 principal amount of the Issuers’ 4.000% Senior Secured Notes due 2027 issued under the Indenture on October 1, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 1, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notes, in whole or in part, at a redemption price equal entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in by certain subsidiaries of the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerCompany.

Appears in 1 contract

Samples: Indenture (Pactiv Evergreen Inc.)

Indenture. The Issuer Company issued the Notes as a Series of Securities under an Indenture, the Indenture dated as of November 20April 10, 2020 2017 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated as of March 8, 2019 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), among ) by and between the Issuer, Company and the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations In the event of any inconsistency between the terms of this Note and the terms of the IssuerIndenture, the terms of the Indenture shall control. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4.375% Senior Notes due 2029 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Notes due 2029 issued under the Indenture on March 8, or 2019 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 4.375% Senior Notes due 2029 that may be issued from time to time, prior under the Indenture, subsequent to November 20March 8, 20232019 (the “Additional Notes” and, together with the Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “Notes”). The Initial Notes and the Notes, in whole or in part, at Additional Notes shall be considered collectively as a redemption price equal to the greater single Series of (1) 100% Securities for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Second Supplemental Indenture (Cimarex Energy Co)

Indenture. The Notes are one of a duly authorized issue of Debt Securities of the Issuer issued issued, or to be issued, under the Notes under an Indenture, dated as of November 20October 4, 2020 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as it may be issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as amended or and supplemented from time to time in accordance with by each of (i) the terms thereofTenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, whereby the Issuer assumed the obligations of the Original Issuer under the Original Indenture and the Debt Securities issued thereunder, and (ii) the Thirty-First Supplemental Indenture thereto dated as of February 15, 2018 (the Thirty-First Supplemental Indenture”), among the Issuer, the Guarantors Parent Guarantor and Citibankthe Trustee, N.A.providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as trusteeamended and supplemented by each of the Tenth Supplemental Indenture and the Thirty-First Supplemental Indenture, security registrarand as may be further duly amended and supplemented in accordance with the terms thereof in relation to the Notes, transfer agent and paying agent. The Indenture imposes certain limitations on is referred to herein as the Issuer and its Restricted Subsidiaries“Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. The terms of the Notes include those stated in the Indenture, those made part of the Indenture by reference to the TIA, as in effect on the date of the Thirty-First Supplemental Indenture, and those terms stated in the Thirty-First Supplemental Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those termsthem. The Notes are senior junior subordinated obligations of the Issuer. The aggregate principal amount Issuer and are not secured by any of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all assets of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIssuer.

Appears in 1 contract

Samples: Supplemental Indenture (Enterprise Products Partners L P)

Indenture. The Issuer Company issued the Notes as a Series of Securities under an Indenture, the Indenture dated as of November 20June 4, 2020 2014 (the “Base Indenture”) between the Company and Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated as of June 4, 2014 (the “Supplemental Indenture” and together with the terms thereofBase Indenture, the “Indenture”), ) by and among the IssuerCompany, the Subsidiary Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations In the event of any inconsistency between the terms of this Note and the terms of the IssuerIndenture, the terms of the Indenture shall control. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4.375% Senior Notes due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $750,000,000 aggregate principal amount of the Company’s 4.375% Senior Notes due 2024 issued under the Indenture on June 4, or 2014 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 4.375% Senior Notes due 2024 that may be issued from time to time, prior under the Indenture, subsequent to November 20June 4, 20232014 (the “Additional Notes” and, together with the Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “Notes”). The Initial Notes and the Notes, in whole or in part, at Additional Notes shall be considered collectively as a redemption price equal to the greater single Series of (1) 100% Securities for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Cimarex Energy Co)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20April 27, 2020 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and CitibankThe Bank of New York Mellon Trust Company, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on N.A. (the Issuer and its Restricted Subsidiaries“Trustee”). The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 6.375% Senior Notes, Series A, due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuer’s 6.375% Senior Notes, Series A, due 2019 issued under the Indenture on April 27, 2011 (the “Initial Notes”), (ii) if and when issued, additional 6.375% Senior Notes, Series A, due 2019 or 6.375% Senior Notes, Series B, due 2019 of the Issuer that may be issued from time to timetime under the Indenture subsequent to April 27, prior to November 20, 20232011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 6.375% Senior Notes, Series B, due 2019 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock and preferred stock, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, entering into transactions with affiliates, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20by certain subsidiaries. Upon the occurrence of an Investment Grade Rating Event, 2023 (such redemption price being set forth certain covenants will no longer be in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankereffect.

Appears in 1 contract

Samples: Superior Energy Services Inc

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20May 12, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCPG International LLC, the Guarantors guarantors named therein and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture 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. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 9.500% Senior Notes due 2025 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $350,000,000 principal amount of the Issuer’s 9.500% Senior Notes due 2025 issued under the Indenture (the “Initial Notes”) and (ii) if and when issued, or additional 9.500% Senior Notes due 2025 of the Issuer that may be issued from time to timetime in accordance with the Indenture subsequent to May 12, prior to November 20, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture and any security documents. The Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock, the Issuer maymaking of restricted payments, at its optionthe incurrence of certain liens, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressdividend and other payment restrictions affecting restricted subsidiaries, redeem the Notessale of assets and subsidiary stock, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (CPG Newco LLC)

Indenture. The Issuer Company issued the 2051 Notes as a Series of Securities under an the Indenture dated as of December 5, 2019 (the “Base Indenture”) between the Company and Trustee, as supplemented by the Third Supplemental Indenture, dated as of November 20March 24, 2020 2021 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofBase Indenture and any one or more additional supplemental indentures thereto, herein called the “Indenture”) among the Company, Diamondback O&G LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), among and the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 2051 Notes include those stated in the Indenture. The Notes are subject to all such terms, Indenture and Holders are referred those made part of the Indenture by reference to the Trust Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to timeAct. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2051 Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. In the event of any inconsistency between the terms of this 2051 Note and the terms of the Indenture, the terms of the Indenture shall control. The aggregate principal amount of 2051 Notes that may be authenticated and delivered under the Indenture is unlimited. This 2051 Note is one of the 4.400% Senior Notes due 2051 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe 2051 Notes include (i) $650,000,000 aggregate principal amount of the Company’s 4.400% Senior Notes due 2051 issued under the Indenture on March 24, or 2021 in an offering registered under the Securities Act (the “Initial Notes”), and (ii) if and when issued, an unlimited principal amount of additional 4.400% Senior Notes due 2051 that may be issued from time to time, prior under the Indenture, subsequent to November 20March 24, 20232021 (the “Additional Notes” and, together with the Initial Notes, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem “2051 Notes”). The Initial Notes and the Notes, in whole or in part, at Additional Notes shall be considered collectively as a redemption price equal to the greater single Series of (1) 100% Securities for all purposes of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment BankerIndenture.

Appears in 1 contract

Samples: Diamondback Energy, Inc.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 2025, 2020 2020, among the Issuer, the Trustee and the Collateral Agent[, as supplemented by the Supplemental Indenture dated as of [ ], 202[ ], among the Issuer, the Guarantors named therein, the Trustee and the Collateral Agent] (as it may be [further] amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 5.000% First Lien Secured Notes due 2028 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $1,550,000,000 principal amount of the Issuer’s 5.000% First Lien Secured Notes due 2028 issued under the Indenture on November 25, or 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time, prior time under the Indenture subsequent to November 2025, 20232020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that if any Additional Notes are not part of the same issue as the Notes offered hereby under the Indenture for United States federal income tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from any other Notes, such Additional Notes may have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will still constitute a single series with all other Notes issued under the Indenture for all other (i.e., non-income tax) purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Frontier Communications Corp

Indenture. The Issuer issued Reference is made hereby to (i) the Notes under an Indenture, Indenture dated as of November 20October 4, 2004 (the “Original Indenture”) among Enterprise Products Operating L.P., as issuer (the “Original Issuer”), Enterprise Products Partners L.P., as parent guarantor (the “Parent Guarantor”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (ii) the Tenth Supplemental Indenture thereto dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), among the Original Issuer, the Issuer, the Parent Guarantor and the Trustee, providing for the Issuer as the successor issuer and (iii) the Thirty-Fourth Supplemental Indenture thereto dated as of January 15, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Thirty-Fourth Supplemental Indenture”), among the Issuer, the Guarantors Parent Guarantor and Citibankthe Trustee, N.A.providing for the issuance of Debt Securities of the series whose designation appears on the face hereof. The Original Indenture, as trusteeamended and supplemented by the Tenth Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, security registrarand as may be further duly amended and supplemented in accordance with the terms thereof, transfer agent and paying agentis referred to herein as the “Indenture.” Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. The Indenture imposes certain limitations on This Security is one of a duly authorized issue of Debt Securities of the series designated by the Issuer as “2.800% Senior Notes due 2030” (such series of Debt Securities being referred to herein as the “Securities”), all of which are issued or to be issued under and its Restricted Subsidiariespursuant to the Indenture. The terms of the Notes Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior obligations such terms and a description of the Issuer. The aggregate principal amount rights, limitations of rights, obligations, duties and immunities thereunder of the Notes that may be authenticated Trustee, the Issuer, the Parent Guarantor and delivered under the Holder hereof. If and to the extent any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is unlimited. Each Holder, by accepting a Note, agrees required to be bound included in the Indenture or is deemed applicable to the Indenture by all virtue of the terms and provisions of the IndentureTIA, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankerprovision shall control.

Appears in 1 contract

Samples: Thirty Fourth Supplemental Indenture (Enterprise Products Partners L.P.)

Indenture. The Issuer Company issued the Notes Securities under an Indenture, Indenture dated as of November 20June 16, 2020 2006 (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 and Citibankthe Mxxxxxx Lxxxx PCG, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on Inc. (the Issuer and its Restricted Subsidiaries. “Initial Holder”) The terms of the Notes Securities include those stated in the Indenture. The Notes are 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 “Act”), whether or not subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to timeAct. Capitalized terms used herein 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 Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general senior subordinated secured obligations of the Company. The aggregate principal amount of securities that may be executed, authenticated, if applicable, and delivered under the Indenture is unlimited. This Note Security is one of the 16% Senior Subordinated Notes due 2011 referred to in the Indenture. Optional Redemption with The Securities include (i) $102,000,000 aggregate principal amount of 16% Senior Subordinated Pay-In-Kind Notes due 2011 issued on the date hereof (the “Initial Securities”) and (ii) if and when issued, an unlimited principal amount of additional Senior Subordinated Pay-In-Kind Notes due 2011 in a Makenon-Whole Premium At any time, or registered offering that may be offered from time to time, prior to November 20, 2023, time or issued as payment of interest on the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis pointsSecurities, in each case plus accrued case, subsequent to the Issue Date (the “Additional Securities” and unpaid interest together with the Initial Securities, the “Securities”). The Initial Securities and Additional AmountsSecurities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets and subsidiary stock, the incurrence of certain liens, affiliate transactions, the sale of capital stock of restricted subsidiaries, the making of payments for consents, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Securities by certain subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, thereon and interest (including post-filing or post-petition interest) on the Securities and all other amounts payable by the Company 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 redemption dateterms of the Securities and the Indenture, as calculated by the Independent Investment BankerNote Guarantors have fully, unconditionally and irrevocably Guaranteed (and future guarantors, together with the Note Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations pursuant to Article XI of the Indenture on a senior subordinated basis.

Appears in 1 contract

Samples: Indenture (Libbey Inc)

Indenture. The Issuer issued the Notes under an Indenture, dated as of November 20August 17, 2020 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and CitibankThe Bank of New York Mellon Trust Company, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on N.A. (the Issuer and its Restricted Subsidiaries“Trustee”). The terms of the 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 “Act”). The Notes are subject to all such termsterms and provisions of 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes 7.750% Senior Notes, Series B, due 2024 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuer’s 7.750% Senior Notes, Series A, due 2024 issued under the Indenture on August 17, 2017 (the “Initial Notes”), (ii) if and when issued, additional 7.750% Senior Notes, Series A, due 2024 or 7.750% Senior Notes, Series B, due 2024 of the Issuer that may be issued from time to timetime under the Indenture subsequent to August 17, prior to November 20, 20232017 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each HolderIssuer’s registered address, redeem the 7.750% Senior Notes, Series B, due 2024 that may be issued from time to time under the Indenture in whole exchange for Initial Notes or Additional Notes in partan offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, at the Additional Notes and the Exchange Notes shall be considered collectively as a redemption price equal single class for all purposes of the Indenture. The Indenture imposes certain limitations on the making of restricted payments, the incurrence of certain liens, the making of payments for consents and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of November 20October 27, 2020 2021, among the Issuer, the Guarantors named therein and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. The Notes are senior obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 4⅜% Senior Notes due 2029 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $500,000,000 principal amount of the Issuer’s 4⅜% Senior Notes due 2029 issued under the Indenture on October 27, or 2021 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to October 27, prior to November 20, 20232021 (the “Additional Notes”) as provided in ‎Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in part, at a redemption price equal the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Option Care Health, Inc.)

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of November 20April 25, 2020 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, the Guarantors Guarantors, the Agent and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerCompany. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 6.750% Senior Notes due 2031 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2031 issued under the Indenture on April 25, or 2023 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to April 25, prior to November 20, 20232023 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the Issuer maymaking of restricted payments, at its optionthe sale of assets, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered addressthe incurrence of certain liens, redeem the Notesmaking of payments for consents, in whole or in partthe entering into of agreements that restrict distribution from restricted subsidiaries, at a redemption price equal transactions with affiliates and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Churchill Downs Incorporated (Churchill Downs Inc)

Indenture. The Issuer This Note is one of a duly authorized series of Securities issued the Notes or to be issued in one or more series under an Indenture, Indenture dated as of November 2021, 2020 2001 (the “Original Indenture”), as it may be supplemented and amended or supplemented from time to time in accordance by a First Supplemental Indenture dated as of July 30, 2009 (the “First Supplemental Indenture”), a Third Supplemental Indenture dated as of March 30, 2011 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of March 30, 2011 (the “Fourth Supplemental Indenture”), and a Tenth Supplemental Indenture dated as of September 2, 2021 (the “Tenth Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the First Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), among by and between the IssuerCompany and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors Trustee and Citibankthe Holders, N.A.and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as trusteethe “6.980% Senior Notes due 2036” of the Company initially limited in aggregate principal amount to $12,300,000 (the “Notes”). Such series may be reopened, security registrarfrom time to time, transfer agent for issuances of an unlimited aggregate principal amount of additional Securities of such series (the “Additional Notes”). Any such Additional Notes shall have the same ranking, interest rate, maturity date and paying agentother terms as the Notes, except, if applicable, the issue date, the issue price, the initial Interest Payment Date and corresponding initial Regular Record Date and the initial interest accrual date. Any such Additional Notes, together with the Notes, shall constitute a single series of Securities for all purposes under the Indenture, including voting, waivers, amendments and redemptions; provided, however, that in the event any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such nonfungible Additional Notes shall be issued with a separate CUSIP number so that they are distinguishable from the Notes. Additional series of Securities may be issued pursuant to the Indenture. The Indenture imposes certain limitations on Notes are unsecured senior obligations of the Issuer Company and its Restricted Subsidiariesrank pari passu with all unsecured and unsubordinated obligations of the Company. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such those terms, and Holders thereof are referred to the Indenture and the Trust Indenture Act for a statement of all those terms. The Notes are senior obligations To the extent permitted by applicable law, in the event of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of any inconsistency between the terms of this Note and provisions the terms of the Indenture, as amended from time to timethe terms of the Indenture shall control. Capitalized terms used herein and but not defined herein in this Note have the respective meanings ascribed thereto in to them by the Indenture. This Note is one of the Notes referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any time, or from time to time, prior to November 20, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered to each Holder’s registered address, redeem the Notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Banker.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Northrop Grumman Corp /De/)

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of November 20July 17, 2020 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, the Guarantors and Citibank, N.A., as trustee, security registrar, transfer agent and paying agent. The Indenture imposes certain limitations on the Issuer and its Restricted SubsidiariesTrustee. The terms of the 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the IssuerIssuers. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 13.375% Senior Subordinated Notes due 2019 referred to in the Indenture. Optional Redemption with a Make-Whole Premium At any timeThe Notes include (i) $725,000,000 principal amount of the Issuers’ 13.375% Senior Subordinated Notes due 2019 issued under the Indenture on July 17, or 2012 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to timetime under the Indenture subsequent to July 17, prior to November 20, 20232012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer may, at its option, upon not less than 10 nor more than 60 daysIssuersprior notice delivered 13.375% Senior Subordinated Notes due 2019 that may be issued from time to each Holder’s time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered address, redeem under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, in whole or in partthe Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, at a redemption price equal the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the greater provision of (1) 100% financial information and the provision of the principal amount of such Notes to be redeemed and (2) the sum of the present value at such redemption date of (i) the redemption price guarantees of the Notes on November 20, 2023 (such redemption price being set forth in the table in the paragraph below under “Optional Redemption without a Make-Whole Premium”) plus (ii) all required interest payments thereon through November 20, 2023 (excluding accrued but unpaid interest to, but excluding, the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date, as calculated by the Independent Investment Bankercertain subsidiaries.

Appears in 1 contract

Samples: Indenture (Valley Telephone Co., LLC)

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