Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders 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 Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture.

Appears in 2 contracts

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

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 223, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Appears in 2 contracts

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

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22June 16, 2017 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto, the Second Lien Trustee and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”)Second Lien Collateral Agent. Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viParent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 2 contracts

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

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November May 22, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Initial Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) RYAM, the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the IDRs, (viIndenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Indenture. The Issuers Company issued the Notes Securities under an Indenture Indenture, dated as of November 22August 21, 2017 2019 (as it may be amended amended, restated, or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuersCompany, the Guarantors each Subsidiary Guarantor from time to time party thereto and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note 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 IssuersCompany. This Note is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Notes referred Indenture, to in issue Additional Securities pursuant to Section 2.13 of the Indenture. The Notes include the Initial Notes Securities issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are Securities shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, incur secured indebtednessIndebtedness, (ii) the Company make certain Investments and its other Restricted Subsidiaries to Payments, enter into sale consensual restrictions on the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and enter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Securities and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Securities when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 2 contracts

Sources: Indenture (NCR Corp), Indenture (NCR Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22April 30, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (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 termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto, (ii) among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (SeaWorld Entertainment, Inc.)

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of November 22April 11, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, LATAM Airlines Group S.A., as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors “Agents” and the Trusteeeach individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “Trust Indenture Act”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Capitalized All terms used herein and not in this Note that are defined herein in the Indenture shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all such terms, and Noteholders 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 Copies of the Indenture and each Global Note shall govern be available for inspection at the offices of the Trustee and be controllingeach Paying Agent. The Notes are senior unsecured obligations Company may from time to time, without the consent of the IssuersHolders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. This Note is one of the Initial [Initial] 1[Additional] 2 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 2.14 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets1 Include if Initial Note. The Notes are guaranteed to the extent provided in the Indenture2 Include if Additional Note.

Appears in 1 contract

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

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22March 28, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$[ ] in aggregate principal amount of Notes include the Initial Notes will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture dated as of November 22January 28, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"INDENTURE"), among the IssuersIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”"T▇▇"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To such terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2013 Notes are senior unsecured obligations of the IssuersIssuer. This 2013 Note is one of the Initial Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes issued on the Issue Date and any Additional Exchange 2013 Notes issued in accordance with Section 2.13 of exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Additional Exchange 2013 Notes, together with the Initial 2015 Notes, any Exchange 2015 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2013 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2013 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

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

Appears in 1 contract

Sources: Amended and Restated Indenture (Cott Corp /Cn/)

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of November 22February 24, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture"), among the IssuersIssuer, the Guarantors party thereto (the "Guarantors") and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) 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 such terms and be controllingprovisions. The Notes Securities are senior unsecured obligations of the IssuersIssuer. This Note Security is one of the Initial Notes Original Securities referred to in the Indenture. The Notes Securities include the Initial Notes Original Securities and any issued on the Issue Date Additional Securities. The Original Securities and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of Capital Stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Constellium Se)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22September [16], 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Enpro Industries, Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22May 12, 2017 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$[ ] in aggregate principal amount of Notes include the Initial Notes will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22December 1, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Rackspace Technology, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22May 24, 2017 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or property. Certain of these limitations will cease to apply from and after the occurrence of a majority Fall-Away Event. Until the occurrence of a Fall-Away Event, the Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22March 17, 2017 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “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, terms and Noteholders 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureIssuer. The Notes include the Initial Notes issued on the Issue Date and any Issuer shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.15 of the Indenture. The Initial Original Notes and any Additional Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, create liens on certain assets to incur secured indebtedness, (ii) the Company secure debt and its Restricted Subsidiaries to enter into certain sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company, (iii) the Company Issuer and the Subsidiary Guarantors to make certain restricted paymentsconsolidate, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner amalgamate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority their property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22August 20, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To The Indenture is not required to be qualified under the Trust Indenture Act, so the provisions of such Act do not apply to the Indenture except to the extent any provision explicitly incorporated by reference therein. Each Holder, by accepting a Note, agrees to be bound by all of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Issuers. This Note is one Company of the Initial Notes referred to which $1,000,000,000 in the Indenture. The Notes include the Initial Notes aggregate principal amount will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Company may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto: Incur Indebtedness, (ii) the Company and its make Restricted Subsidiaries to Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into sale transactions with Affiliates, enter into Sale and leaseback transactionsLeaseback Transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal 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 of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed (vi) certain specified unrestricted subsidiaries and each of the existing and future Restricted Subsidiaries that Guarantee or are co- borrowers under or grant Liens to incur indebtedness secure the Bank Credit Facility will unconditionally guarantee), jointly and enter into mergers and (vii) severally, such obligations pursuant to the Issuers terms of the Indenture. Each Note Guarantee will be subject to enter into mergers, consolidations or sales release as provided in Section 10 of all or substantially all of their assetsthe Indenture. The Notes are guaranteed obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the extent provided maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the Indentureobligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Appears in 1 contract

Sources: Indenture (Stagwell Inc)

Indenture. The Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the immediately preceding paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers issued will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes, including, without limitation, the holders of the 9 3/4% Notes, containing provisions similar to those set forth in this Indenture relating to the Notes under an Indenture dated as with respect to offers to purchase or redeem with the proceeds of November 22, 2017 (as it sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be amended or supplemented from time to time in accordance with purchased out of the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the TrusteeExcess Proceeds. The terms offer price in any Asset Sale Offer will be equal to 100% of the Notes include those stated in the Indenture principal amount plus accrued and those made part of the Indenture by reference unpaid interest and Liquidated Damages, if any, to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and Issuers may use such Excess Proceeds for any purpose not defined herein have the meanings ascribed thereto in the otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Notes are subject to all such terms, Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and Noteholders are referred any other securities laws and regulations thereunder to the Indenture for a statement extent such laws and regulations are applicable in connection with each repurchase of those termsNotes pursuant to an Asset Sale Offer. To the extent that the provisions of any provision of this Note conflicts securities laws or regulations conflict with the express Asset Sales provisions of the Indentureindenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of the this Indenture shall govern and be controlling. The Notes are senior unsecured obligations by virtue of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturesuch conflict.

Appears in 1 contract

Sources: Indenture (Insight Communications Co Inc)

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture dated as of November 22, 2017 June 27,2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To such terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2015 Notes are senior unsecured obligations of the IssuersIssuer. This 2015 Note is one of the Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes issued on the Issue Date and any Additional Exchange 2015 Notes issued in accordance with Section 2.13 of exchange for Initial 2015 Notes pursuant to the Indenture. The Initial 2015 Notes and any Additional Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2015 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2015 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22April 24, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors party thereto and the Trustee. 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 on the date of the Indenture Issue Date (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 termsterms in the Indenture, and Noteholders 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 general unsecured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The aggregate principal amount of Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is unlimited. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock, create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries to incur secured indebtednessSubsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted Subsidiaries. To guarantee the due and punctual payment of the principal of, (ii) premium, if any, on, and interest and Special Interest, if any, on, the Notes and all other amounts payable by the Company under the Indenture and its Restricted Subsidiaries the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsNotes and the Indenture, the Guarantors have unconditionally guaranteed (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and (vii) the Issuers to enter into mergersseverally, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed such obligations on a senior basis pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mariner Energy Resources, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22[•], 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”)20[•], among the IssuersIssuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all such terms, and Noteholders Holders are referred to the Indenture and the 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 IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior unsecured obligations in registered form without coupons in denominations of the Issuers$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Initial Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Initial Notes issued on Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issue Date Issuer may require a Holder to pay any taxes and any Additional Notes issued in accordance with Section 2.13 of fees required by law or permitted by the Indenture. The Initial Notes and Registrar shall not be required to register the transfer of or exchange of (a) any Additional Notes are treated as a single class Note of securities under this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture. The Indenture imposes certain limitations on , except the ability unredeemed portion of any such Note being redeemed in part, or (ib) any such Note for a period beginning 15 days before the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose mailing of a majority notice of its ownership interests in an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the MLP General Partner payment of interest), and ending on such mailing date or permit Interest Payment Date, as the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Delphi Trade Management, LLC)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22February 6, 2017 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto from time to time, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) 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 such terms and be controllingprovisions. The Notes are senior unsecured secured obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto, (ii) among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or Incur Liens and leaseback transactions, (iii) make Asset Sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Subsidiary Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Indenture will unconditionally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Caesars Entertainment, Inc.)

Indenture. The Issuers issued the Notes under an the Indenture dated as of November 22June 9, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the Trustee”). The terms of the Notes include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To In the extent any provision event of this Note conflicts with the express provisions of the Indenturea conflict, the provisions terms of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness and layer Indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens, make asset sales, impair certain security interests, issue certain guarantees and designate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

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

Indenture. The Issuers This Note is one of the duly authorized issue of 10 1/4% Senior Subordinated Notes due 2012 of the Company (herein called the "Notes"), issued the Notes under an Indenture Indenture, dated as of November 22June 12, 2017 2002, (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the "Indenture," which term shall have the meanings assigned to it in such instrument), among the IssuersIESI Corporation, the Subsidiary Guarantors (as defined in the Indenture) and The Bank of New York as Trustee (herein called 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 Subsidiary Guarantors, any other obligor upon this Note, the Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended, as in effect on the date of the Indenture from time to time (the “Trust Indenture Act”"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 Noteholders Holders are referred to the Indenture and the TIA for a statement of those such terms. To Additional Notes may be issued under the extent any provision of this Note conflicts Indenture which may vote as a class with the express provisions Notes and otherwise be treated as Notes for purposes of the Indenture, the provisions of . 140 All terms used in this Note that are defined in the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of have the Issuersmeanings assigned to them in the Indenture. This Note is one entitled to the benefits of certain senior subordinated Subsidiary Guarantees by the Subsidiary Guarantors (and future Subsidiary Guarantors) made for the benefit of the Initial Notes referred Holders. Reference is made to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 ARTICLE 13 of the IndentureIndenture for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) Neither the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company nor any Subsidiary Guarantor shall be required to make certain restricted paymentsany notation on this Note to reflect any Subsidiary Guarantee or any such release, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner termination or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturedischarge.

Appears in 1 contract

Sources: Indenture (Iesi Tx Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22[•], 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”)20[•], among the IssuersIssuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all such terms, and Noteholders Holders are referred to the Indenture and the 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 IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series of Notes shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior unsecured obligations in registered form without coupons in denominations of the Issuers$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Initial Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Initial Notes issued on Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issue Date Issuer may require a Holder to pay any taxes and any Additional Notes issued in accordance with Section 2.13 of fees required by law or permitted by the Indenture. The Initial Notes and Registrar shall not be required to register the transfer of or exchange of (a) any Additional Notes are treated as a single class Note of securities under this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture. The Indenture imposes certain limitations on , except the ability unredeemed portion of any such Note being redeemed in part, or (ib) any such Note for a period beginning 15 days before the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose mailing of a majority notice of its ownership interests in an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the MLP General Partner payment of interest), and ending on such mailing date or permit Interest Payment Date, as the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Delphi Automotive PLC)

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of November 22October 25, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among Embraer Overseas Limited, Embraer-Empresa Brasileira de Aeronáutica S.A., The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the Issuers“Trustee”), and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent (the Guarantors and the Trustee“Luxembourg Paying Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “Trust Indenture Act”)Guarantor, the Trustee, the Luxembourg Paying Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Capitalized All terms used herein and not in this Note that are defined herein in the Indenture shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all such terms, and Noteholders 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 Copies of the Indenture and each Global Note shall govern be available for inspection at the offices of the Trustee and be controllingeach Paying Agent. The Notes are senior unsecured obligations Company may from time to time, without the consent of the IssuersHolders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date thereof. This Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. The Note is one of the Initial [Initial]* [Exchange]* * Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 2.14 of the IndentureIndenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. * Include if Initial Note. ** Include if Exchange Note. The Indenture imposes certain limitations on the ability creation of (i) Liens by the Guarantor and the Company and its Restricted Subsidiaries to incur secured indebtednessconsolidation, (ii) merger and certain other transactions involving the Company Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Restricted Subsidiaries to enter into sale and leaseback transactionsSubsidiaries, (iii) the Company to make certain restricted payments, (iv) maintenance of the Company existence of the Guarantor and its Restricted Subsidiaries to consummate Subsidiaries, the payment of certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness taxes and enter into mergers claims and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed reporting requirements applicable to the extent provided in the IndentureGuarantor.

Appears in 1 contract

Sources: Indenture (Empresa Brasileira De Aeronautica S.A.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22May 28, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsHoldings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Everest Acquisition Finance Inc.)

Indenture. The Issuers Issuer issued the Floating Rate Notes under an Indenture dated as of November 22July 3, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”"INDENTURE"), among the IssuersIssuer, the Guarantors Holdings and the Trustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”th▇ "▇▇A"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To such terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Floating Rate Notes are senior unsecured obligations of the IssuersIssuer. This Floating Rate Note is one of the Initial Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Floating Rate Notes issued on the Issue Date and any Additional Exchange Floating Rate Notes issued in accordance with Section 2.13 of exchange for Initial Floating Rate Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes, together with the Initial 2016 Notes and any Exchange 2016 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22March 10, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), 2015 among the IssuersCompany, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all such terms, and Noteholders Holders are referred to the Indenture and the 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 IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [—]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior unsecured obligations in registered form without coupons in denominations of the Issuers$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Initial Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Initial Notes issued on Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issue Date Company may require a Holder to pay any taxes and any Additional Notes issued in accordance with Section 2.13 of fees required by law or permitted by the Indenture. The Initial Notes and Registrar shall not be required to register the transfer of or exchange of (a) any Additional Notes are treated as a single class Note of securities under this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture. The Indenture imposes certain limitations on , except the ability unredeemed portion of any such Note being redeemed in part, or (ib) any such Note for a period beginning 15 days before the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose mailing of a majority notice of its ownership interests in an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the MLP General Partner payment of interest), and ending on such mailing date or permit Interest Payment Date, as the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Delphi Automotive PLC)

Indenture. The Issuers issued Collateral is held by the Notes under an Indenture dated Mortgagee as of November 22security, 2017 (as it may be amended or supplemented from time to time in accordance with part, for the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the TrusteeEquipment Notes. The terms provisions of the Notes include those stated in the Indenture and those made part of the Indenture by reference this Equipment Note are subject to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on and the date Related Indentures. Reference is hereby made to the Trust Indenture and the Related Indentures for a complete statement of the Indenture (rights and obligations of 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 termsholder of, and Noteholders are referred to the Indenture nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of those terms. To the extent any provision terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note conflicts with is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the express provisions holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, the provisions to all of the Indenture shall govern which terms and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to conditions in the IndentureIntercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. [The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessindebtedness evidenced by this Equipment Note is, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent and in the manner provided in the Trust Indenture., subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes and Related Series A Equipment Notes]8 [Series A Equipment Notes, Series B Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]9, and certain other Secured Obligations, and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]10 __________________

Appears in 1 contract

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

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of November 22March 17, 2017 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), transfer agent, registrar (the “Registrar”), and principal paying agent (the Trustee“Principal Paying Agent”) and UMB Bank National Association, as Collateral Agent (collectively, the “Agents” and each individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture by reference and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Issuer may, from time to time, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes in an unlimited aggregate principal amount having the same terms and conditions as the Initial Notes in all respects, except for issue date, issue price and, if applicable, the first interest payment date and the initial interest accrual date. Additional Notes issued in this manner shall form a single series with the previously outstanding Notes and shall vote together as one class on all matters with respect to the Trust Notes; provided that the Additional Notes will have a separate CUSIP number unless the Notes and the Additional Notes are fungible for U.S. federal income tax purposes. The Indenture Act imposes certain limitations on consolidation, merger and transfers of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on assets involving the date Issuer or the Guarantors and certain transactions with Affiliates. In addition, the Indenture covenants relating to the maintenance of the Indenture (existence of the “Trust Indenture Act”)Issuer and the Guarantors and reporting requirements applicable to the Issuer and the Guarantors. Capitalized terms used herein and not defined herein have The Note is one of the meanings ascribed thereto [Initial]1 [Additional]2 Notes referred to in the Indenture. The Notes are subject to all such terms, include the Notes issued on the Issue Date and Noteholders are referred to any Additional Notes issued in accordance with Section 2.13 of the Indenture for a statement of those termsIndenture. 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 Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture.

Appears in 1 contract

Sources: Indenture (Grupo Aeromexico, S.A.B. De C.V.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 2221, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (MULTI COLOR Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November December 22, 2017 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (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 termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. 2 To be July 1, 2023 for Initial Notes. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Chart Industries Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22July 1, 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Holdings, Intelsat Bermuda and the Trustee. 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 on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To such terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22December 13, 2017 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or property. Certain of these limitations will cease to apply from and after the occurrence of a majority Fall-Away Event. Until the occurrence of a Fall-Away Event, the Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22September 26, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each direct and indirect Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Installed Building Products, Inc.)

Indenture. The Issuers issued the Notes under an Indenture indenture dated as of November 22[issue date], 2017 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the Trustee”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein , either directly or by reference therein, or which are by reference therein defined in the U.S. Securities Act and not defined herein have the meanings ascribed thereto in the IndentureTrust Indenture Act and in the U.S. Securities Act, as applicable. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Additionally, this Note is subject to the provisions of the Trust Indenture Act that are required to be part of this Note and is, to the extent applicable, governed by such provisions and, if and to the extent that any provision hereof or thereof limits, qualifies or conflicts with any mandatory provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Note, the Trust Indenture Act provision shall control (and notwithstanding any provisions of the Indenture, any supplemental indenture or this Note to the contrary). The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Issuers and any Additional Notes are issued in accordance with Section 2.13 an initial aggregate principal amount at Maturity of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture$[principal amount]. The Indenture imposes certain limitations on the ability Issuers, the Guarantors and their Affiliates, including, without limitation, limitations on the incurrence of (i) indebtedness and issuance of stock, the Company payment of dividends and other payment restrictions affecting Holdings and its Restricted Subsidiaries to incur secured indebtednessSubsidiaries, (ii) the Company sale of assets, transactions with and its Restricted Subsidiaries to enter into sale among Affiliates of the Subsidiaries, change of control and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose Liens. This Note is one of a majority duly authorized issue of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority notes of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsdesignated as its 9.00% Senior Secured First Lien Notes due 2027. The Issuers shall be entitled to issue Additional Notes are guaranteed pursuant to the extent provided in Section 2.15 of the Indenture.

Appears in 1 contract

Sources: Indenture (Transact LTD)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22August 15, 2017 2025 (as it may be amended amended, restated, or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuersCompany, the Guarantors Trustee and U.S. Bank Trust Company, National Association, as collateral agent (the Trustee“Notes Collateral Agent”). The terms of the Notes include those stated in the this Indenture. Terms defined in this Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the this Indenture. The Notes are subject to all such termsterms and provisions of this Indenture, and Noteholders Holders are referred to the this Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the this Indenture, the provisions of the this Indenture shall govern and be controlling. The Notes are senior unsecured secured obligations of the IssuersCompany. This Note is one The Company shall be entitled, subject to its compliance with Sections 4.03 and 4.13 of the Initial this Indenture, to issue Additional Notes referred pursuant to in the Section 2.13 of this Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are shall be treated as a single class for all purposes of securities under the this Indenture. The This Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, incur secured indebtednessIndebtedness, (ii) the Company make certain Investments and its other Restricted Subsidiaries to Payments, enter into sale consensual restrictions on the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, transfer certain intellectual property, create or incur L▇▇▇▇ and enter into certain Sale/Leaseback Transactions. This Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under this Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and this Indenture, from and after the Spin-Off Date (or, with respect to any Subsidiary Guarantor that is a Non-U.S. Subsidiary, the immediately following day), the Subsidiary Guarantors will jointly and severally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of this Indenture.

Appears in 1 contract

Sources: Indenture (Qnity Electronics, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22April 28, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of November 22, 2017 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture"), among the IssuersIssuer, the Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes Securities are senior subordinated unsecured obligations of the IssuersIssuer. This Note Security is one of the Initial Notes [Exchange] [Additional] Securities referred to in the Indenture. The Notes Securities include the Initial Notes issued on [Original] [Initial] Securities, [the Issue Date Additional Securities] and any Additional Notes Exchange Securities and Private Exchange Securities issued in accordance with Section 2.13 of exchange for the Initial Securities pursuant to the Indenture. The Initial Notes [Original] [Initial] Securities, [the Additional Securities], the Exchange Securities and any Additional Notes the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to (including the Issuer) to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) enter into consensual restrictions upon the Company payment of certain dividends and its distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries to (including the Issuer), enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit certain transactions with Affiliates, enter into certain lines of businesses, conduct rigid disc drive operations at certain subsidiaries, amend Deferred Compensation Plans and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Note Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of and premium, (vi) certain specified unrestricted subsidiaries to incur indebtedness if any, and enter into mergers interest on the Securities and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Securities when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Seagate Technology Malaysia Holding Co Cayman Islands)

Indenture. The Issuers Issuer issued the 2021 Notes under an Indenture dated as of November 22April 5, 2017 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors named therein and the Trustee. The terms of the 2021 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “Trust TIA. Terms defined in the Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2021 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders 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 those terms. To such terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2021 Notes are senior unsecured obligations of the IssuersIssuer. This 2021 Note is one of the Initial 2021 Notes referred to in the Indenture. The 2021 Notes include the Initial 2021 Notes issued on the Issue Date and any Additional Exchange 2021 Notes issued in accordance with Section 2.13 of exchange for Initial 2021 Notes pursuant to the Indenture. The Initial 2021 Notes and any Additional Exchange 2021 Notes, together with the Initial 2019 Notes and any Exchange 2019 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2021 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2021 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2021 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22July 2, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Guarantors, the Trustee and the Trustee. 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) U.S. Bank National Association, as in effect on the date of the Indenture notes collateral agent (the “Trust Indenture ActNotes Collateral Agent”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations secured Obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture and is referred to herein as the “Initial Notes.”]3 The Notes comprise a series of Notes issued under the Indenture and include the Initial Notes issued on [(the Issue Date “Initial Notes”)] and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Abercrombie & Fitch Co /De/)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22April 7, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto, the First Lien Trustee and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”)First Lien Collateral Agent. Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viParent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22September 17, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$500 million in aggregate principal amount of Notes include the Initial Notes will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 2224, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of the Indenture. The exchange for Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Company’s Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Graham Packaging Holdings Co)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22July 12, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Issuers and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Exela Technologies, Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22August 13, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Designated Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viDesignated Parent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22March 11, 2017 2026 (as it may be amended or and/or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time, the Trustee and Wilmington Trust, National Association, as Collateral Agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the IndentureNotes. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Subsidiaries to incur secured indebtednessPayments, (ii) the Company and its Restricted Subsidiaries to Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Advantage Solutions Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22March 4, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior subordinated unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of the Indenture. The exchange for Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its the Company’s Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Rural Metro Corp /De/)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22October 23, 2017 2009 (the “Original Indenture”), as supplemented by a First Supplemental Indenture, dated as of May 14, 2010 (the “Supplemental Indenture” and together with the Original Indenture as it may be further amended or supplemented from time to time in accordance with the terms thereof, as so supplemented or amended, the “Indenture”), among the IssuersCompany, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureTIA. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the IssuersCompany of which $65,000,000 in aggregate principal amount will be issued on May 14, 2010 as Additional Notes, in addition to the $225, 000,000 in aggregate principal amount initially issued on October 23, 2009. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto: Incur Indebtedness, (ii) the Company and its make Restricted Subsidiaries to Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into sale transactions with Affiliates, enter into Sale and leaseback transactionsLeaseback Transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness premium and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Accent Marketing Services, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada Inc., MDC/CPB Holdings Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇ & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary 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. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Appears in 1 contract

Sources: First Supplemental Indenture (MDC Partners Inc)

Indenture. The Issuers Company issued the Floating Rate Notes under an Indenture Indenture, dated as of November 22March 30, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee (the “Trustee”), the Paying Agent and the TrusteeRegistrar. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the 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 such terms and be controllingprovisions. The Floating Rate Notes are senior unsecured secured obligations of the Issuers. This Floating Rate Note is one of the Initial Original Floating Rate Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Original Floating Rate Notes and any Additional Floating Rate Notes. The Original Floating Rate Notes and any Additional Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make Asset Sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Floating Rate Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Floating Rate Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Floating Rate Notes and the Indenture, the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Tenneco Inc)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22April 23, 2017 (2001, as it may be amended or supplemented from time to time in accordance with the terms thereof, the “("Indenture"), among the IssuersCompany, the Guarantors and the Trustee. 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 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and such 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 unsecured obligations of the IssuersCompany limited to $300.0 million in aggregate principal amount. This Note The payment of principal of, and premium, if any, and interest on, and other Obligations evidenced by, the Notes is one subordinated in right of payment, to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include , to the Initial Notes issued on prior payment in full of all present and future Senior Debt (as defined in the Issue Date and any Additional Notes issued in accordance with Section 2.13 Indenture) of the IndentureCompany. The Initial Notes and any Additional Notes are treated as a single class Each Holder of securities under this Note, by accepting the Indenture. The Indenture imposes certain limitations on the ability of same, (i) the Company and its Restricted Subsidiaries agrees to incur secured indebtednesssuch provisions, (ii) authorizes and directs the Company Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) appoints the Company Trustee to make certain restricted paymentsact as attorney-in-fact for any and all such purposes. OPTIONAL REDEMPTION. EXCEPT AS SET FORTH IN SUBPARAGRAPH (b) OF THIS PARAGRAPH 5, THE NOTES WILL NOT BE REDEEMABLE AT THE COMPANY' OPTION PRIOR TO APRIL 15, 2005. THEREAFTER, THE NOTES WILL BE SUBJECT TO REDEMPTION AT ANY TIME AT THE OPTION OF THE COMPANY, IN WHOLE OR IN PART, UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' NOTICE, AT THE REDEMPTION PRICES (ivEXPRESSED AS PERCENTAGES OF PRINCIPAL AMOUNT) the Company SET FORTH BELOW PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON TO THE APPLICABLE REDEMPTION DATE, IF REDEEMED DURING THE TWELVE-MONTH PERIOD BEGINNING ON APRIL 15 OF THE YEARS INDICATED BELOW: YEAR REDEMPTION PRICE ---- ---------------- 2005................................................... 106.125% 2006................................................... 103.063% 2007 and its Restricted Subsidiaries to consummate certain asset dispositions thereafter.................................... 100.000% NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPH (va) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRsOF THIS PARAGRAPH 5, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergersAT ANY TIME PRIOR TO APRIL 15, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture2004, THE COMPANY MAY ON ANY ONE OR MORE OCCASIONS REDEEM UP TO 35% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED UNDER THE INDENTURE AT A REDEMPTION PRICE OF 112.25% OF THE PRINCIPAL AMOUNT THEREOF, PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON, IF ANY, TO THE REDEMPTION DATE, WITH THE NET CASH PROCEEDS OF ANY PUBLIC EQUITY OFFERING OF COMMON STOCK OF THE COMPANY; PROVIDED THAT AT LEAST 65% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED ON THE DATE OF THE INDENTURE REMAIN OUTSTANDING IMMEDIATELY AFTER EACH OCCURRENCE OF SUCH REDEMPTION; AND PROVIDED FURTHER THAT EACH SUCH REDEMPTION SHALL OCCUR WITHIN 60 DAYS OF THE DATE OF THE CLOSING OF SUCH PUBLIC EQUITY OFFERING.

Appears in 1 contract

Sources: Global Note (Salton Inc)

Indenture. The Issuers Company issued the Euro Notes under an Indenture dated as of November 225, 2017 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Note Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) and the TrusteeCollateral Agent. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. To Prior to the extent any provision of this Note conflicts with the express provisions of the IndentureSpringing Lien Trigger Date, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior unsecured obligations of the IssuersCompany. Following the Springing Lien Trigger Date, the Euro Notes will be senior secured obligations of the Company. This Euro Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of exchange for the Initial Notes pursuant to the Indenture. The Initial Euro Notes (including any Exchange Notes issued in exchange therefor) and the Dollar Notes issued under the Indenture (including any Additional Exchange Notes issued in exchange therefor) are separate series of Notes but will be treated as a single class of securities under the Indenture, except as otherwise stated therein. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make Asset Sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Note Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Euro Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Momentive Performance Materials Inc.)

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of November 22September , 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To the extent any provision of this Note conflicts with the express such terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior subordinated unsecured obligations of the IssuersCompany. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes issued on the Issue Date Securities, any Additional Securities and any Additional Notes Exchange Securities issued in accordance with Section 2.13 exchange for the Initial Securities or any Additional Securities pursuant to the Indenture; provided, however that so long as GSMP constitutes the Required Holders, the Company shall not issue Additional Securities of the Indenture. The Initial Notes and any Additional Notes are treated as a single class same series to the extent that after giving effect to such issuance GSMP would not constitute the Required Holders, unless the Company receives the prior written consent of securities under the IndentureGSMP. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make Asset Sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Berry Plastics Holding Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22April 25, 2017 2018 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (TopBuild Corp)

Indenture. The Issuers Issuer issued the 2018 Notes under an Indenture dated as of November 22April 5, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Holdings and the Trustee. The terms of the 2018 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “Trust TIA. Terms defined in the Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2018 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders 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 those terms. To such terms and provisions; in the extent event of any provision of conflict between this 2018 Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2018 Notes are unsecured senior unsecured obligations of the IssuersIssuer. This 2018 Note is one of the Initial 2018 Notes referred to in the Indenture. The 2018 Notes include the Initial 2018 Notes issued on the Issue Date and any Additional Exchange 2018 Notes issued in accordance with Section 2.13 of exchange for Initial 2018 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial 2018 Notes and any Additional Exchange 2018 Notes, collectively with the Initial 2021 Notes, any Exchange 2021 Notes, the Initial 2023 Notes and any Exchange 2023 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and any Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2018 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2018 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2018 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22September 25, 2017 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Nineteenth Supplemental Indenture dated as of January 14, 2011 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuersIssuers and the Trustee and, with respect to the Supplemental Indenture, the Guarantors and subsidiary guarantors signatory thereto (the Trustee“Subsidiary Guarantors”). 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and such 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 unsecured joint and several obligations of the Issuers. This Note is one Issuers initially in aggregate principal amount of the Initial Notes referred to in the Indenture$600 million. The Notes include the Initial Notes issued on the Issue Date and any Issuers may issue an unlimited aggregate principal amount of Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations 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, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) 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 ability of (i) Notes and all other amounts payable by the Company Issuers under the Indenture and its Restricted Subsidiaries the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsNotes and the Indenture, (vi) certain specified unrestricted subsidiaries to incur indebtedness the Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed on a senior basis pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Plains All American Pipeline Lp)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22[•], 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”)20[•], among the IssuersIssuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all such terms, and Noteholders Holders are referred to the Indenture and the 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 IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior unsecured obligations in registered form without coupons in denominations of the Issuers$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Initial Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Initial Notes issued on Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issue Date Issuer may require a Holder to pay any taxes and any Additional Notes issued in accordance with Section 2.13 of fees required by law or permitted by the Indenture. The Initial Notes and Registrar shall not be required to register the transfer of or exchange of (a) any Additional Notes are treated as a single class Note of securities under this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture. The Indenture imposes certain limitations on , except the ability unredeemed portion of any such Note being redeemed in part, or (ib) any such Note for a period beginning 15 days before the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose mailing of a majority notice of its ownership interests in an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the MLP General Partner payment of interest), and ending on such mailing date or permit Interest Payment Date, as the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenturecase may be.

Appears in 1 contract

Sources: Senior Indenture (Aptiv Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22October 7, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture"), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of the Indenture. The exchange for Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Company's Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Graham Packaging Holdings Co)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22October 6, 2017 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make issue or sell shares of certain restricted paymentsCapital Stock of Parent and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Dispositions. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Indenture. The Issuers issued the 2025 Notes under an Indenture dated as of November 22April 15, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The 2025 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the 2025 Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The 2025 Notes are senior unsecured unsecured, unsubordinated obligations of the Issuers. This 2025 Note is one of the Initial 2025 Notes referred to in the Indenture. The 2025 Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial 2025 Notes and any Additional 2025 Notes. The Initial 2025 Notes are and any Additional 2025 Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional 2025 Notes are not fungible with the Initial 2025 Notes for U.S. federal income tax purposes, the Additional 2025 Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viParent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November February 22, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.](3) The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22July 13, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “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, terms and Noteholders 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureIssuer. The Notes include the Initial Notes issued on the Issue Date and any Issuer shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.15 of the Indenture. The Initial Original Notes and any Additional Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, create liens on certain assets to incur secured indebtedness, (ii) the Company secure debt and its Restricted Subsidiaries to enter into certain sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company, (iii) the Company Issuer and the Subsidiary Guarantors to make certain restricted paymentsconsolidate, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner amalgamate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority their property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of November 22, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders are referred to the Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note 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 Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes issued on On and after the Issue Date and any Additional Notes issued in accordance with Section 2.13 of Date, the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make asset sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Securities and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Securities when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22September 25, 2017 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each direct and indirect Domestic Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (TopBuild Corp)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22, 2017 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors party thereto and the Trustee. 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 on the date of the Indenture Issue Date (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 termsterms in the Indenture, and Noteholders 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 general unsecured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The aggregate principal amount of Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is unlimited. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock, create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries to incur secured indebtednessSubsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted Subsidiaries. To guarantee the due and punctual payment of the principal of, (ii) premium, if any, on, and interest and Special Interest, if any, on, the Notes and all other amounts payable by the Company under the Indenture and its Restricted Subsidiaries the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsNotes and the Indenture, the Guarantors have unconditionally guaranteed (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and (vii) the Issuers to enter into mergersseverally, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed such obligations on a senior basis pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mariner Energy Inc)

Indenture. The Issuers Issuer issued the Notes Securities under an the Indenture dated as of November 22October 14, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), ) among the IssuersIssuer, the Guarantors guarantors that may be party thereto from time to time, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Securities limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes Securities are senior unsecured secured obligations of the IssuersIssuer. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner to dispose of all or substantially all of its assets or a majority ability of the IDRsIssuer and each Guarantor to consolidate or merge with or into any other Person or convey, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations transfer or sales of lease all or substantially all of their assetsproperty. The Notes are guaranteed To guarantee the due and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Quotient LTD)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22October 4, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereofand supplemented, the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (MULTI COLOR Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22March 25, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$600,000,000 in aggregate principal amount of Notes include the Initial Notes will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22June 5, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$1,000,000,000 in aggregate principal amount of Notes include the Initial Notes will be issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22April 29, 2017 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (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 termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (QXO, Inc.)

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of November 22September , 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes Securities are senior subordinated unsecured obligations of the IssuersCompany. This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes issued on the Issue Date Securities, any Additional Securities and any Additional Notes Exchange Securities issued in accordance with Section 2.13 exchange for the Initial Securities or any Additional Securities pursuant to the Indenture; provided, however that so long as GSMP constitutes the Required Holders, the Company shall not issue Additional Securities of the Indenture. The Initial Notes and any Additional Notes are treated as a single class same series to the extent that after giving effect to such issuance GSMP would not constitute the Required Holders, unless the Company receives the prior written consent of securities under the IndentureGSMP. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make Asset Sales. The Indenture also imposes limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Berry Plastics Holding Corp)

Indenture. The Issuers Issuer issued the Cash Pay Notes under an Indenture dated as of November 22June 27, 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Holdings and the Trustee. The terms of the Cash Pay Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Cash Pay Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. To such terms and provisions; in the extent event of any provision of conflict between this Cash Pay Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Cash Pay Notes are senior unsecured obligations of the IssuersIssuer. This Cash Pay Note is one of the Initial Cash Pay Notes referred to in the Indenture. The Cash Pay Notes include the Initial Cash Pay Notes issued on the Issue Date and any Additional Exchange Cash Pay Notes issued in accordance with Section 2.13 of exchange for Initial Cash Pay Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Cash Pay Notes and any Additional Exchange Cash Pay Notes, together with the Initial PIK Election Notes and any Exchange PIK Election Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22October 6, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Trustee and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”)Guarantors party thereto. Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) 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 its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. From and after the Issue Date, the Guarantors (including each Restricted Subsidiary of the IDRs, (viCompany that is not a Foreign Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (WABASH NATIONAL Corp)

Indenture. The Issuers issued the Notes under an the Indenture dated as of November 22March 12, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the Trustee”). The terms of the Notes include those stated in the Indenture and those made part of Indenture. Terms defined in the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To In the extent any provision event of this Note conflicts with the express provisions of the Indenturea conflict, the provisions terms of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include and the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness and layer Indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens, make asset sales, impair certain security interests, issue certain guarantees and designate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

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

Indenture. The Issuers Issuer issued the Euro Notes under an Indenture Indenture, dated as of November 22December 2, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Guarantors, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and the TrusteePolish Security Agent, Deutsche Bank Trust Company Americas as U.S. Registrar, U.S. Paying Agent and U.S. Transfer Agent, Deutsche Bank Luxembourg, S.A., as Luxembourg Registrar, Luxembourg Paying Agent and Luxembourg Transfer Agent and TMF Trustee Limited as Security Agent. The terms This Euro Note is one of a duly authorized issue of Euro Notes of the Issuer designated as its 8.875% Senior Secured Notes include those stated due 2016 (the “Euro Notes”). Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Euro Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those termsthem. To The Euro Notes are senior obligations of the extent Issuer. The Euro Notes are not limited in aggregate principal amount and Additional Euro Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed €380 million. Each Holder of the Euro Notes, by accepting a Euro Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Euro Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. The Notes are senior unsecured obligations To guarantee the due and punctual payment of the Issuers. This Note is one principal of, premium, if any, and interest on the Euro Notes and all other amounts payable by the Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Initial Euro Notes referred to in and the Indenture. The Notes include , each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 terms of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture.

Appears in 1 contract

Sources: Indenture (Central European Distribution Corp)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22June 16, 2017 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto, the First Lien Trustee and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”)First Lien Collateral Agent. Capitalized terms used herein and not are used as defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the IndentureNotes. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viParent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22May [*], 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. 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 on the date of the Indenture (the “Trust Indenture Act”)TIA. Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture. The Notes include Indenture and without the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 consent of the IndentureHolders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain covenants with respect to, among other things, (i) the requirement of the Company and the Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (iii) limitations on the ability of (i) the Company and its Restricted Subsidiaries the Guarantor to incur secured indebtednessconsolidate or merge or transfer, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner lease or permit the MLP General Partner to dispose of convey all or substantially all of its the Company’s or the Guarantor’s respective assets or a majority of the IDRs, (vi) unless certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes conditions are guaranteed to the extent provided in the Indenturesatisfied.

Appears in 1 contract

Sources: Indenture (Pearson PLC)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22September 23, 2017 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of the Indenture. The exchange for Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Company’s Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the Notes and the Indenture, the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Graham Packaging Holdings Co)

Indenture. The Issuers Issuer issued the Dollar Notes under an Indenture Indenture, dated as of November 22December 2, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Guarantors, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and the TrusteePolish Security Agent, Deutsche Bank Trust Company Americas as U.S. Registrar, U.S. Paying Agent and U.S. Transfer Agent, Deutsche Bank Luxembourg, S.A., as Luxembourg Registrar, Luxembourg Paying Agent and Luxembourg Transfer Agent and TMF Trustee Limited as Security Agent. The terms This Dollar Note is one of a duly authorized issue of Dollar Notes of the Issuer designated as its 9.125% Senior Secured Notes include those stated due 2016 (the “Dollar Notes”). Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Dollar Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those termsthem. To The Dollar Notes are senior obligations of the extent Issuer. The Dollar Notes are not limited in aggregate principal amount and Additional Dollar Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed $380 million. Each Holder of the Dollar Notes, by accepting a Dollar Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Dollar Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. The Notes are senior unsecured obligations To guarantee the due and punctual payment of the Issuers. This Note is one principal of, premium, if any, and interest on the Dollar Notes and all other amounts payable by the Issuer under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Initial Dollar Notes referred to in and the Indenture. The Notes include , each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 terms of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture.

Appears in 1 contract

Sources: Indenture (Central European Distribution Corp)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22March 16, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$1,000,000,000 in aggregate principal amount of Notes include the Initial Notes will be issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the 2023 Notes under an Indenture dated as of November 22April 5, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Holdings and the Trustee. The terms of the 2023 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “Trust TIA. Terms defined in the Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2023 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders 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 those terms. To such terms and provisions; in the extent event of any provision of conflict between this 2023 Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2023 Notes are unsecured senior unsecured obligations of the IssuersIssuer. This 2023 Note is one of the Initial Exchange 2023 Notes referred to in the Indenture. The 2023 Notes include the Initial 2023 Notes issued on the Issue Date and any Additional Exchange 2023 Notes issued in accordance with Section 2.13 of exchange for Initial 2023 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial 2023 Notes and any Additional Exchange 2023 Notes, 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 (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and any Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2023 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2023 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2023 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. (a) The Issuers issued Lessee acknowledges receipt of a copy of the Security Documents. In order to secure the indebtedness evidenced by the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time and the other obligations referred to time in accordance with and secured by the terms thereofSecurity Documents, the “Indenture”)Lessor has provided in the Security Documents, among other things, for the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated creation in the Indenture and those made part favor of the Indenture by reference to Trustee (for the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date benefit of the Indenture (Holders) of a first mortgage lien and first priority security interest in and assignment of the “Trust Indenture Act”). Capitalized terms used herein Estate and not defined herein have for the meanings ascribed thereto in assignment by the Indenture. The Notes are subject to all such terms, and Noteholders are referred Lessor to the Indenture for a statement Trustee of those terms. To the extent any provision of this Note conflicts with the express provisions all right, title and interest of the IndentureLessor in and to the Lease and other Operative Documents, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Security Documents. (b) The Lessee agrees and consents: (i) to the assignment to the Indenture Trustee pursuant to the Security Documents of the Lease and all Rents and other amounts payable by the Lessee thereunder and (except for Excepted Payments and as otherwise provided in the Security Documents) all rights of the Lessor thereunder; (ii) that, without limiting any other provision of the Operative Documents that expressly vests the same in the Indenture Trustee for the benefit of the Holders, the Indenture Trustee shall have the right to exercise all rights of the Lessor under the Lease (including without limitation, the right to consent to the taking of any action, the making of any determination or election or the granting of any waiver, in each case by the Lessor thereunder) and the right to receive notices given or required to be given to the Lessor thereunder except, in each case, for Excepted Rights and as otherwise provided in the Security Documents; (iii) that all rents and other moneys (other than Excepted Payments) due and to become due and payable by the Lessee under the Lease have been assigned by the Lessor pursuant to the Security Documents and that, pursuant to such assignment, will be duly and promptly paid to the Indenture Trustee when due by the Lessee without notice, demand, counterclaim, setoff, deduction or defense, and without abatement, suspension, deferment, diminution or reduction for any reason whatsoever (including, without limitation, the circumstances described in Section 3.5 of the Lease); provided that if as a result of the occurrence of any event described in Section 7.01(f) or 7.01(g) of the Indenture, (x) the Lease is rejected pursuant to Section 365(h) of the Bankruptcy Code or any similar Applicable Law and the Lessee is required to cease its possession of any Property, so long as the Lessee has complied with Section 5.5(e) hereof, the Lessee's obligation to pay Rent under and otherwise perform the Lease with respect to such Property shall terminate (but shall be reinstated upon a subsequent affirmation or reinstatement of the Lease with respect to such Property and of the Lessee's subsequent right to possession thereof, whether or not the Lessee shall reacquire possession of such Property) or (y) the Lessee shall be ordered by the bankruptcy court or trustee in bankruptcy to pay any Rent under the Lease to a Person other than the Indenture Trustee, any such payment of Rent made to such Person shall be deemed to satisfy the Lessee's obligation to pay such Rent to the Indenture Trustee; (iv) subject to the Security Documents, including without limitation, Article XVIII of the Indenture and the Lessor's rights in respect of Excepted Rights, that any notice, consent, election, determination, waiver or other action given or taken as to the Lessee by the Indenture Trustee as assignee of the Lessor's rights under the Lease shall have the same force and effect as a notice, consent, election, determination, waiver or other action given or taken by the Lessor under the Lease and that in the event of an inconsistent notice, consent, election, determination, waiver or other action given or taken from or by the Lessor and from or by the Indenture Trustee, the notice, consent, election, determination, waiver or other action given or taken from or by the Indenture Trustee shall control; (v) that the Indenture Trustee shall not, by reason of the Security Documents or any other Operative Document, be subject to any obligation, duty or liability under the Lease, except (x) as provided in Section 8.17 of the Indenture, (y) that when the Indenture Trustee is exercising rights under the Lease it shall do so in accordance with the terms and conditions thereof and (z) if the Indenture Trustee has foreclosed on the Lessor (or exercised a comparable remedy) and acquired the position of the Lessor under the Lease; (vi) [Reserved]; and (vii) to all of the terms and conditions of the Security Documents. (c) At any time and from time to time during the Basic Term, the Lessee will promptly, but in no event later than thirty (30) days after request by the Indenture Trustee, execute, acknowledge and deliver to the Indenture Trustee or to any prospective purchaser of the Note (if such prospective purchaser has signed a commitment or a letter of intent to purchase the Note), a certificate to the effect stated in Section 21.12 of the Lease, provided that no such certificate may be requested unless the Indenture Trustee (or the party for whom the request is made) has a good faith reason for such request. (d) Lessee agrees that any financing entered into in connection with the financing of Alterations pursuant to Article XI will contain the provisions described in Section 4.10

Appears in 1 contract

Sources: Participation Agreement (American Financial Realty Trust)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of November 22February 5, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders are referred to the Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note 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 Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes issued on On and after the Issue Date and any Additional Notes issued in accordance with Section 2.13 of Date, the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita-tions on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) is-▇▇▇ or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale or permit certain transactions with Affiliates, create or incur Liens and leaseback transactions, (iii) make asset sales. The Indenture also im-poses limitations on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries each Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to dispose of merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Securities and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Securities when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Albertsons Companies, Inc.)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22March 27, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (the “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtedness, (ii) the Company Liens and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest and (vii) Additional Interest, if any, on the Issuers to enter into mergersNotes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Verisign Inc/Ca)

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of November 22October 9, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated Terms defined in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders are referred to the Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note 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 secured obligations of the Issuers. This Note Security is one of the Initial Notes Securities referred to in the Indenture. The Notes include the Initial Notes issued on On and after the Issue Date and any Additional Notes issued in accordance with Section 2.13 of Date, the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) issue or sell shares of capital stock of the Company and its such Restricted Subsidiaries to Subsidiaries, enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuers and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Securities and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Securities when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Southeastern Grocers, Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22January 12, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Note Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to obligations, which are secured by a first priority security interest in the IndentureCollateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. The U.S.$1,750,000,000 in aggregate principal amount of Notes include the Initial Notes will be issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuer and its Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to designate Unrestricted Subsidiaries, make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Issuer’s assets. To guarantee the due and punctual payment of the IDRsprincipal of (and premium, (viif any) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Note Guarantors have unconditionally guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22October 28, 2017 2020 (as it may be amended or and/or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time, the Trustee and Wilmington Trust, National Association, as Collateral Agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the IndentureNotes. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis, pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Advantage Solutions Inc.)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22October 1, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Parent and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make issue or sell shares of certain restricted paymentsCapital Stock of Parent and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Dispositions. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indentureproperty.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22April 13, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersWestern Digital Corporation, the Initial Guarantors and the Trustee. 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 on the date of the Indenture amended (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. To the extent any provision of this any 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 IssuersIssuer. This Note is one The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Notes referred pursuant to in Section 2.13 of the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, incur secured indebtednessIndebtedness, (ii) the Company make certain Investments and its other Restricted Subsidiaries to Payments, enter into sale consensual restrictions on the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsAsset Dispositions, (iv) the Company and its issue or sell shares of capital stock of such Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and enter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersIssuer under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Initial Guarantors will jointly and severally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Western Digital Corp)

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22March 27, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Company and the Trustee. 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 on the date of the Indenture, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (the “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, create or Incur Liens and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest and (vii) Additional Interest, if any, on the Issuers to enter into mergersNotes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Verisign Inc/Ca)

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22June 29, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. 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 on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms Terms used herein in this Note and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior unsecured secured obligations of the IssuersIssuer. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Exchange Notes issued in accordance with Section 2.13 of exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Issuer’s Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and, to dispose of the extent applicable, the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsproperty. The Notes are guaranteed Indenture requires the Issuer to the extent provided in the Indentureobtain and maintain specified levels of insurance and to maintain specified leverage ratios.

Appears in 1 contract

Sources: Indenture (Orbimage Inc)

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22February 12, 2017 2026 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the IssuersIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured the unsubordinated obligations of the IssuersIssuer and Guarantors to the extent set forth in the Indenture. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are shall be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each Restricted Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Biomarin Pharmaceutical Inc)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. 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 on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders 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 Issuers. This Note is one of a duly authorized issue of Securities of the Initial Company, designated as its 5.50% Senior Notes referred Due 2015 (herein called the "NOTES," which expression includes any further notes issued pursuant to in Section 1.04(b) of the Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). The Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 for a complete description of the Indenturerights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to create or incur secured indebtednessLiens securing Debt upon, (ii) or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) ability of the Company to make certain restricted paymentsmerge or consolidate with or into any other person or sell, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to lease, convey, transfer or otherwise dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a majority Note is referred to the corresponding provisions of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales Indenture for a complete statement of all or substantially all of their assetssuch terms. The Notes are guaranteed to To the extent provided that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.

Appears in 1 contract

Sources: First Supplemental Indenture (Nuveen Investments Inc)

Indenture. The Issuers issued Collateral is held by the Notes under an Indenture dated Mortgagee as of November 22security, 2017 (as it may be amended or supplemented from time to time in accordance with part, for the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the TrusteeEquipment Notes. The terms provisions of the Notes include those stated in the Indenture and those made part of the Indenture by reference this Equipment Note are subject to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on and the date Related Indentures. Reference is hereby made to the Trust Indenture and the Related Indentures for a complete statement of the Indenture (rights and obligations of 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 termsholder of, and Noteholders are referred to the Indenture nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of those terms. To the extent any provision terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note conflicts with is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the express provisions holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture. This Equipment Note is subject to certain restrictions set forth in Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, the provisions to all of the Indenture shall govern which terms and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to conditions in the IndentureIntercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. [The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessindebtedness evidenced by this Equipment Note is, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent and in the manner provided in the Trust Indenture., subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes and Related Series A Equipment Notes]8 [Series A Equipment Notes, Series B Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]9, and certain other Secured Obligations, and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]10 ____________________

Appears in 1 contract

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

Indenture. The Issuers issued the Senior Notes under an Indenture dated as of November 22August 9, 2017 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Senior Notes Indenture”), among the Issuers, the Guarantors Trustee, the Principal Paying Agent, the Transfer Agent and the TrusteeRegistrar. The terms of the Senior Notes include those stated in the Senior Notes Indenture. Terms defined in the Senior Notes Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Senior Notes Indenture. The Senior Notes are subject to all such termsterms and provisions of the Senior Notes Indenture, and Noteholders the Holders (as defined in the Senior Notes Indenture) are referred to the Senior Notes 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 such terms and be controllingprovisions. The Senior Notes are senior unsecured obligations of the Issuers. This Senior Note is one of the Initial Original Senior Notes referred to in the Senior Notes Indenture. The Senior Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Original Senior Notes and any Additional Senior Notes. The Original Senior Notes and any Additional Senior Notes are treated as a single class of securities under the Senior Notes Indenture. The Senior Notes Indenture imposes certain limitations on the ability of (i) the Company Issuers, BP I, BP II and its the Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Senior Notes Indenture also imposes limitations on the MLP General Partner ability of the Issuers and the Senior Note Guarantors to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Senior Notes Indenture also imposes limitations on the ability of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsundertake certain activities. The Notes are guaranteed to To the extent provided in any provision of the Senior Notes conflict with the express provisions of the Senior Notes Indenture, the provisions of the Senior Notes Indenture shall govern and be controlling.

Appears in 1 contract

Sources: Senior Notes Indenture (RenPac Holdings Inc.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22October 17, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and the TrusteeTrustee and Notes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are second-priority senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain capital stock of the Company to make certain restricted paymentsIssuers and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner to dispose of all or substantially all of its assets or a majority ability of the IDRsIssuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations transfer or sales of lease all or substantially all of their assetsproperty. The To guarantee the due and punctual payment of the principal and interest on the Notes are guaranteed 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 extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Notes Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Notes Guarantee will unconditionally guarantee the Notes Obligations on a second-priority senior secured basis from the Escrow Release Date pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Quality Care Properties, Inc.)

Indenture. The Issuers Issuer issued the 2018 Notes under an Indenture dated as of November 22April 5, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Holdings and the Trustee. The terms of the 2018 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “Trust TIA. Terms defined in the Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The 2018 Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders 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 those terms. To such terms and provisions; in the extent event of any provision of conflict between this 2018 Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2018 Notes are unsecured senior unsecured obligations of the IssuersIssuer. This 2018 Note is one of the Initial Exchange 2018 Notes referred to in the Indenture. The 2018 Notes include the Initial 2018 Notes issued on the Issue Date and any Additional Exchange 2018 Notes issued in accordance with Section 2.13 of exchange for Initial 2018 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial 2018 Notes and any Additional Exchange 2018 Notes, collectively with the Initial 2021 Notes, any Exchange 2021 Notes, the Initial 2023 Notes and any Exchange 2023 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsIssuer and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and any Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal and interest, (vi) certain specified unrestricted subsidiaries to incur indebtedness on the 2018 Notes and enter into mergers all other amounts payable by the Issuer under the Indenture and (vii) the Issuers to enter into mergers2018 Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided terms of the 2018 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Indenture. The Issuers issued the Notes under an Indenture dated as of November 2221, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto and the Trustee. 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 on the date of the Indenture Issue Date (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 termsterms in the Indenture, and Noteholders 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 general unsecured senior unsecured obligations of the Issuers. This Note is one The aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is limited to an aggregate principal amount at maturity of $350,000,000, subject to the Issuers’ ability to issue Additional Notes. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to make Investments; incur secured indebtednessadditional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, (ii) merge or transfer all or substantially all of the Company assets of the Issuers and its their Restricted Subsidiaries to Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions, (iii) . To guarantee the Company to make certain restricted payments, (iv) the Company due and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness interest and enter into mergers premium and (vii) Special Interest, if any, on, the Notes and all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Tronox Inc)