Indenture. The Company issued the Securities under an Indenture dated as of February 12, 2015 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are unsecured and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.
Appears in 2 contracts
Sources: Indenture (Cencosud S.A.), Indenture (Cencosud S.A.)
Indenture. The Company issued the Securities under an Indenture dated as of February 1216, 2015 2006 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 2 contracts
Sources: Indenture (Covalence Specialty Adhesives LLC), Indenture (Berry Plastics Holding Corp)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12August 29, 2015 2003 (the “"Indenture”"), among Dex Media West LLC (an entity merged with and into the Company as of the Acquisition Date (as defined in the Indenture)), Dex Media West Finance and the Trustee and, as of the Acquisition Date, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 2 contracts
Sources: Indenture (Dex Media West LLC), Indenture (Dex Media Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 5, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors named therein and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are senior unsecured and unsubordinated obligations of the Company with an unlimited in aggregate principal amountamount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). [This Security is one of the Original Exchange Securities referred to in the Indenture issued in exchange for Initial Securities. The Securities include the Exchange Securities, the Original Securities issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities $275,000,000 and any Additional additional Initial Securities that may be issued under the Indenture.] [This Security is one . The Exchange Securities, the Original Securities and such additional Initial Securities are treated as a single class of the Additional Securities referred to in securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Company, LTV Steel or any Tubular Subsidiary to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer otherwise dispose of all or substantially all of the Property of the Company, LTV Steel or the Tubular Business. Once the Company attains Investment Grade Status, certain of the covenants in the Indenture will no longer be applicable to the Company and its assets substantially as Restricted Subsidiaries, even if the Company ceases thereafter to have an entityInvestment Grade Rating. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (LTV Corp)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12August 1, 2015 2012 (the “Indenture”), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$300,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company Issuer, and the Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment Property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch entities.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities Notes under an Indenture dated as of February 12November 24, 2015 2009 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities Notes are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security Note is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities Exchange Notes referred to in the Indenture. The Securities Notes include such the Initial Notes, the Additional Securities Notes and any Exchange Notes issued in exchange for the Original Securities in an aggregate principle amount Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities Notes and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12December 16, 2015 2002 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the CompanyIssuer, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantor and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior obligations of the Company unlimited in principal amountIssuer. [This The Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities, any Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Issuer and the Subsidiaries to, among other things, its subsidiaries to create or incur Liens liens and enter into Sale mergers and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entityconsolidations. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations such obligations on a senior unsecured basisbasis pursuant to the terms of the Indenture. Neither The Guarantor will be automatically released from all its obligations under the Company nor Securities, the Guarantor shall be required Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofSection 10.2 of the Indenture.
Appears in 1 contract
Sources: Indenture (Usani LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 4, 2015 2006 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a an unsecured senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (MPM Silicones, LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12August [30], 2015 2024 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer AgentSubsidiary Guarantors named therein, the Luxembourg Paying Agent Trustee and the Luxembourg Transfer Securities Collateral Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein in the Securities 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, as amended. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in principal amountthe Indenture or such Subsidiary Guarantee. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$125,000,000. The Securities include the Original Securities and any Additional an unlimited aggregate principal amount of additional Securities that may be issued under the Indenture.] [This Security is one . The Original Securities and such additional Securities are treated as a single class of the Additional Securities referred to in securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by Property of the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch Subsidiary Guarantor.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 19, 2015 1997 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantor Subsidiaries and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited and are limited to $150,000,000 in aggregate principal amountamount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $50,000,000 aggregate principal amount of Additional Securities. This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Private Exchange Securities referred to in the Indenture. The Securities include such Additional the Initial Securities (consisting of the Original Securities and the Original Additional Securities) and any Exchange Securities and Private Exchange Securities issued in an aggregate principle amount exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability redemption of each certain subordinated obligations of the Company and its Subsidiaries; other payments by the Company and its Restricted Subsidiaries; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates of the Company; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, mergers and transfers of all or substantially all of the Company's or a Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entitySubsidiary's assets. In addition, the Indenture 156 7 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has irrevocably and Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12January 26, 2015 2011 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)
Indenture. The Company issued the Securities under an Indenture dated as of February 12June 17, 2015 1997 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the Company, Cencosud Retail S.A., as guarantor the Subsidiary Guarantors named 106 2 therein (the “Guarantor”"Subsidiary Guarantors") and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-7bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured and unsubordinated senior subordinated obligations of the Company unlimited in limited to $150.0 million aggregate principal amountamount (subject to Section 2.7 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities Exchange Notes referred to in the Indenture. The Securities include such Additional Securities the Notes and any Exchange Notes issued in exchange for the Notes pursuant to the Indenture and the Original Securities in an aggregate principle amount Registration Rights Agreement. The Notes and the Exchange Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the its Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entitydividends from Subsidiaries. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and such Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Floating Rate Securities under an Indenture dated as of February 12November 21, 2015 2006 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Floating Rate Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Floating Rate Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Floating Rate Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Floating Rate Securities referred to in the Indenture. The Floating Rate Securities include such Additional the Initial Floating Rate Securities and any Floating Rate Exchange Securities issued in exchange for Initial Floating Rate Securities pursuant to the Original Indenture and the Registration Rights Agreement. The Initial Floating Rate Securities, any Floating Rate Exchange Securities in an aggregate principle amount and all other Floating Rate Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens and enter into Sale and Leaseback TransactionsLiens. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as property. Following the first day (the "Suspension Date") that (i) the Floating Rate Securities have an entity. To guarantee the due and punctual payment Investment Grade Rating from both of the principal Rating Agencies, and interest on (ii) no Default with respect to the Floating Rate Securities has occurred and all other amounts payable by is continuing under the Indenture, the Company under and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the "Suspended Covenants") of the Indenture with respect to the Floating Rate Securities. In addition, the Company may elect to suspend the Subsidiary Guarantees with respect to the Floating Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Floating Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Floating Rate Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofreinstated.
Appears in 1 contract
Indenture. The Company Holdings issued the Securities under an Indenture dated as of February 12May 14, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) between Holdings and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of Holdings limited to $46,928,435.00 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Company unlimited in principal amountIndenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such Additional the Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Original Securities. The Original Securities, the Exchange Securities and the Original Private Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Holdings and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Holdings to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofHoldings.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12October 1, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. " 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in limited to $150,000,000 aggregate principal amountamount at any one time outstanding (subject to Section 2.07 of the Indenture). [This Security is one of the Original [Initial] [Private Exchange] Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$150,000,000. The Securities include the Original Initial Securities and any Additional Exchange Securities that may be and Private Exchange Securities issued in exchange for Initial Securities. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, and make asset sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Commercial Aggregates Transportation & Sales LLC)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12June 18, 2015 2001 (the “"Indenture”"), among the CompanyIssuer, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 'SS''SS' 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Exchange] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities, the Exchange Securities in an aggregate principle amount and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Issuer, the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, enter into Sale sale/leaseback transactions and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Issuer and the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, the Company has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Millennium Chemicals Inc)
Indenture. The Company issued the Securities under an An Indenture dated as of February 12September 27, 2015 2000 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture ----- (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited limited to $300,000,000 in aggregate principal amountamount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and the Original Exchange Securities in an aggregate principle amount and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Parent, the Company and the Parent's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Parent, the Company and the each Note Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Fixed Rate Securities under an Indenture dated as of February March 12, 2015 2004 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Fixed Rate Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Fixed Rate Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountCompany. [This Fixed Rate Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Fixed Rate Securities include such Additional the Initial Fixed Rate Securities and the Original Exchange Fixed Rate Securities issued in an aggregate principle amount exchange for Initial Fixed Rate Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Fixed Rate Securities, the Exchange Fixed Rate Securities and all other Securities (including the Floating Rate Securities) are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] ; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only the Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities is treated as a single class under the Indenture. The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens and enter into Sale and Leaseback TransactionsLiens. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as property. Following the first day (the "Suspension Date") that (i) the Fixed Rate Securities have an entity. To guarantee the due and punctual payment Investment Grade Rating from both of the principal Rating Agencies, and interest on (ii) no Default has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(3) (collectively, the "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Fixed Rate Securities and all other amounts payable by Subsidiary Guarantees. Upon and following any Reversion Date, the Company under and its Restricted Subsidiaries shall again be subject to the Indenture Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Fixed Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Fixed Rate Securities and the Securities (including the payment of Additional Amounts) when and Subsidiary Guarantees, as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofapplicable.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12November 8, 2015 2002 (the “"Indenture”"), among the Company, Cencosud Retail S.A.Dex Media East Finance, as guarantor LCI International, Inc (the “Guarantor”"LCI") and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "▇▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Exchange] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 13 1/2% Senior Discount Notes due 2007, Series B (herein called the "Exchange Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $193,100,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of February 1219, 2015 1999, by and among the Company and United States Trust Company of New York, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, Cencosud Retail S.A.the Trustee and the Holders of the Securities, as guarantor (and of the “Guarantor”) terms upon which the TrusteeSecurities are, as Trusteeand are to be, Registrar, Paying Agent authenticated and Transfer Agentdelivered. The Securities include the Initial Securities, the Luxembourg Paying Agent Private Exchange Securities and the Luxembourg Transfer AgentExchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. The Securities are unsecured No reference herein to the Indenture and unsubordinated obligations no provisions of this Security or of the Company unlimited in principal amount. [This Security is one Indenture shall alter or impair the obligation of the Original Securities referred Company, which is absolute and unconditional, to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of pay the principal of, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee at the times, place, and rate, and in the coin or any releasecurrency, termination or discharge thereofherein prescribed.
Appears in 1 contract
Sources: Indenture (Golden Sky DBS Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 4, 2015 2003 (the “"Indenture”"), among the Company, Cencosud Retail S.A.the Guarantors and The Bank of New York, as guarantor a New York banking corporation (the “Guarantor”) the "Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent"). The terms of the Euro Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (sections)77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Euro Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Euro Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Euro Securities referred to in the Indenture. The Euro Securities include such the Initial Euro Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Original Initial Euro Securities in an aggregate principle amount pursuant to the Indenture. The Initial Euro Securities and Exchange Euro Securities together with the Initial Dollar Securities and any Exchange Dollar Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Holdings, and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Euro Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis subordinated pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Nalco Energy Services Equatorial Guinea LLC)
Indenture. The Company Issuer issued the Securities under an the Indenture dated as of February 12July 15, 2015 2019 (the “Indenture”), ) among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer AgentIssuer, the Luxembourg Paying Agent guarantors that may be party thereto from time to time, the Trustee and the Luxembourg Transfer Collateral Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.
1 Include in a Global Security. 2 Include in a Definitive Security. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback TransactionsDispose of assets. The Indenture also imposes limitations on the ability of the Issuer and each of the Company and the Guarantor to merge, amalgamate or consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of their property. To guarantee the due and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has terms of the Securities and the Indenture, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12January 19, 2015 2011 (the “Indenture”), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$305,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $305,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company Issuer, and the Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment Property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch entities.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 125, 2015 2020 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors named therein and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in principal amountthe Indenture or such Subsidiary Guarantee. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$600,000,000. The Securities include the Original Securities and any Additional an unlimited aggregate principal amount of additional Securities that may be issued under the Indenture.] [This Security is one . The Original Securities and such additional Securities are treated as a single class of the Additional Securities referred to in securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, 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 enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by Property of the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch Subsidiary Guarantor.
Appears in 1 contract
Sources: Indenture (Rite Aid Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12September 20, 2015 2006 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. such terms and provisions The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in an aggregate principle amount exchange for the Original Floating Rate Notes or any Additional Floating Rate Notes pursuant to the Indenture. The Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted A-2- NY1:1657728.6 Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12September 20, 2015 2006 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. such terms and provisions The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes issued in an aggregate principle amount exchange for the Original Fixed Rate Notes or any Additional Fixed Rate Notes pursuant to the Indenture. The Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12March 13, 2015 1998 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the Indenturedate of the Indenture (the "TIA"). The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited limited to $275,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture), of which $125,000,000 in aggregate principal amountamount shall be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $150,000,000 aggregate principal amount of Additional Securities. This Security is one of the [Original Securities Securities] [Additional Securities] referred to in the Indenture issued in an aggregate principal amount of U.S.$$[ ]. The Securities include the Original Securities, the Additional Securities and any Additional Exchange Securities that may be and Private Exchange Securities issued under in exchange for the Indenture.] [This Security is one of the Additional Initial Securities referred pursuant to in the Indenture. The Securities include such Original Securities, the Additional Securities, the Exchange Securities and the Original Private Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Imperial Home Decor Group Holdings I LTD)
Indenture. The Company issued the Securities under an Indenture dated as of February 12January 22, 2015 1998 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the Company, Cencosud Retail S.A.PEI Holding, as guarantor Inc., the parent corporation of the Company (the “"Guarantor”") and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ------ "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior obligations of the Company unlimited in limited to $125.0 million aggregate principal amountamount (subject to Section 2.7 of the Indenture). [This The Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Private Exchange Securities and Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the its Restricted Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entitydividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal Principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, the Guarantor, as primary obligor and not merely as surety, has unconditionally and irrevocably and unconditionally guaranteed the Guaranteed Obligations such obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of Article X the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Prestolite Electric Inc)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12April 29, 2015 2009 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and Securities, any Additional Securities that may be (together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued under in exchange for the Indenture.] [This Security is one of the Additional Initial Securities referred pursuant to in the Indenture. The Securities include such Additional Initial Securities and the Original any Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company RBS Global and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (RBS Global Inc)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12January 7, 2015 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Paper Holdings LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12August 13, 2015 1997 (the “"Indenture”"), among between the Company, Cencosud Retail S.A., Company and the Trustee. This Security is one of a duly authorized issue of Initial Securities of the Company designated as guarantor its 10 5/8% Senior Subordinated Notes due 2004 (the “Guarantor”) "Initial Securities"). The Securities include the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent Initial Securities and the Luxembourg Transfer AgentExchange Securities (as defined in the Indenture), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsecured Any conflict between this Security and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may will be issued under the Indenture.] [This Security is one of the Additional Securities referred to in governed by the Indenture. The Securities include such Additional Securities and are unsecured senior subordinated obligations of the Original Securities in an Company limited to $250,000,000 aggregate principle principal amount (subject to Section 2.7 of U.S.$[ ] previously issued under the Indenture.] ). The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the certain of its Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdividends from Restricted Subsidiaries.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture Indenture, dated as of February 12March 3, 2015 1998 (the “"Indenture”"), by and among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 8 3/8% Senior Subordinated Notes due 2008, Series B limited in aggregate principal amount to $300,000,000, which may be issued under the Indenture. The Securities include the Initial Securities (as Trustee, Registrar, Paying Agent and Transfer Agentdefined in the Indenture), the Luxembourg Paying Agent Private Exchange Securities (as defined in the Indenture) and the Luxembourg Transfer AgentUnrestricted Securities (as defined in the Indenture). All Securities issued under the Indenture are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. ss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those termsthem. The Securities are general unsecured and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Company. The Securities include the Original Securities are subordinated in right of payment to all existing and any Additional Securities that may be issued under the Indenture.] [This Security is one future Senior Indebtedness of the Additional Securities referred Company to the extent and in the manner provided in the Indenture. The Securities include Each Holder, by accepting a Security, agrees to such Additional Securities subordination, authorizes the Trustee to give effect to such subordination and appoints the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the IndentureTrustee as attorney-in-fact for such purpose.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.
Appears in 1 contract
Sources: Indenture (WTNH Broadcasting Inc)
Indenture. The Company Holdings issued the Securities under an Indenture dated as of February 12May 14, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) between Holdings and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed as- cribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of Holdings limited to $46,928,435.00 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Company unlimited in principal amountIndenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and any Additional Exchange Securities that may be and Private Exchange Securities issued in exchange for Original Securities. The Original Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Holdings and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and asset sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Holdings to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofHoldings.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 5, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors named therein and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are senior unsecured and unsubordinated obligations of the Company with an unlimited in aggregate principal amountamount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$275,000,000. The Securities include the Original Securities and Securities, any Additional additional Initial Securities that may be issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The Original Securities, any such additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional additional Initial Securities referred to in that may be issued under the Indenture. The Securities include such Additional Securities and additional Securities, the Original Securities in an aggregate principle principal amount of U.S.$[ ] $275,000,000 previously issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The additional Initial Securities, the Original Securities and the Exchange Securities are treated as a single class of securities under the Indenture.] ]. The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or make certain Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including consensual restrictions upon the payment of Additional Amounts) when certain dividends and as the same shall be due and payabledistributions by such Restricted Subsidiaries, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee issue or any releasesell shares of capital stock of such Restricted Subsidiaries, termination or discharge thereof.enter into
Appears in 1 contract
Sources: Indenture (LTV Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12March 4, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited limited to $200,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture), of which $100,000,000 in aggregate principal amountamount shall be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 aggregate principal amount of Additional Securities. This Security is one of the Original [Original][Additional] Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$$[ ]. The Securities include the Original Initial Securities and any Additional Exchange Securities that may be and Private Exchange Securities issued in exchange for Initial Securities. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens Liens; and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Guarantors to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12August 1, 2015 2014 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Initial Securities, any Additional Securities, any PIK Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities, any PIK Securities and the Original any Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)
Indenture. The Company issued the Securities under an Indenture dated as of February 12August 15, 2015 (the “Indenture”), 2001 among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated general unsecured, senior subordinated obligations of the Company. The Company unlimited in principal amount. [This Security is one may, subject to Article 4 of the Original Indenture, issue additional Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Initial Securities include such issued on the Issue Date, any Additional Securities and the Original all Exchange Securities or Private Exchange Securities issued in an aggregate principle amount of U.S.$[ ] previously issued exchange therefor will be treated as a single class for all purposes under the Indenture.] . The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Subsidiaries, the purchase or redemption of Capital Stock of the Company and of certain Capital Stock of such Subsidiaries, the sale or transfer of assets and Subsidiary stock, the creation of Liens and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Subsidiaries to restrict distributions and dividends from Subsidiaries. The Indenture also restricts the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Subsidiary Guarantors to consolidate or merge with or into any other Person into, or convey to transfer all or transfer its substantially all their assets substantially as an entityto, another Person. To guarantee The Indenture also provides that the Subsidiary Guarantors will Guarantee the Securities pursuant to the Subsidiary Guarantees. The Subsidiary Guarantees will secure the due and punctual payment of the principal of and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and whether at maturity, by acceleration or otherwise. The Subsidiary Guarantees will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12September 22, 2015 1997 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) LTV Steel and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are general unsecured and unsubordinated obligations of the Company unlimited in limited to $300,000,000 aggregate principal amount. [This Security is amount at any one time outstanding (subject to Section 2.08 of the Original Indenture). The Securities referred to in include the Indenture Initial Securities issued in an aggregate principal amount of U.S.$[ ]$300,000,000 and any Exchange Securities issued in exchange for Initial Securities. The Securities include the Original Initial Securities and any Additional the Exchange Securities that may be issued are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor or LTV Steel to consolidate or merge with or into any other Person Person, or sell, transfer, assign, lease, convey or transfer otherwise dispose of all or substantially all of the Property of the Company or LTV Steel. Once the Company attains Investment Grade Status, certain of the covenants in the Indenture will no longer be applicable to the Company and its assets substantially as Restricted Subsidiaries, even if the Company ceases thereafter to have an entityInvestment Grade Rating. To guarantee Pursuant to the terms of the Indenture, LTV Steel has unconditionally guaranteed the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (LTV Steel Co Inc)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12April 29, 2015 2009 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. such terms and provisions The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and Securities, any Additional Securities that may be (together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued under in exchange for the Indenture.] [This Security is one of the Additional Initial Securities referred pursuant to in the Indenture. The Securities include such Additional Initial Securities and the Original any Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company RBS Global and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (RBS Global Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 10, 2015 2001 (the “"Indenture”"), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are general unsecured and unsubordinated obligations of the Company that may be issued in an unlimited in aggregate principal amountamount at any one time outstanding. [This Security is one of the Original Exchange Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]exchange for Initial Securities. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and Exchange Securities, the Original Securities in an the aggregate principle principal amount of U.S.$[ ] previously issued $200,000,000 and an unlimited aggregate principal amount of additional Initial or Exchange Securities, as the case may be. The Exchange Securities, the Original Securities and such additional Initial or Exchange Securities are treated as a single class of securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially all of the Property of the Company or any Subsidiary Guarantor. Certain of the covenants under the Indenture will be suspended or terminated as an entityprovided in the Indenture if the Securities have achieved Investment Grade status. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors, if any, will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Stone Energy Corp)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12December 16, 2015 2002 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the CompanyIssuer, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantor and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior obligations of the Company unlimited in principal amountIssuer. [This The Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and the Exchange Securities issued in exchange for the Initial Securities or Additional Securities pursuant to the Indenture. The Initial Securities, any Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Issuer and the its Subsidiaries to, among other things, to create or incur Liens liens and enter into Sale mergers and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entityconsolidations. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations such obligations on a senior unsecured basisbasis pursuant to the terms of the Indenture. Neither The Guarantor will be automatically released from all its obligations under the Company nor Securities, the Guarantor shall be required Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofSection 10.2 of the Indenture.
Appears in 1 contract
Sources: Indenture (Usani LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12May 30, 2015 2003 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated senior secured obligations of the Company. The Company unlimited in principal amountshall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.01 of the Indenture. [This Security is one of the [Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.Securities] [This Security is one of the Additional Securities Securities] [Private Exchange Notes] referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Notes and Private Exchange Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, make asset sales and incur Liens. The Indenture also imposes limitations on the ability of each of the Company and the each Note Guarantor to consolidate or merge with or into any other Person or convey the Company to convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basissecured basis pursuant to the terms of the Indenture. Neither The Securities are secured on a second-priority basis by the Company nor Liens created by the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any releaseDocuments pursuant to, termination or discharge thereofand subject to, the terms of the Indenture and the Intercreditor Agreement.
Appears in 1 contract
Sources: Indenture (Pierson Industries Inc)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12March 22, 2015 2016 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$775,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $775,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12November 8, 2015 2002 (the “"Indenture”"), among the Company, Cencosud Retail S.A.Dex Media East Finance, as guarantor (the “Guarantor”) LCI and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "▇▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12January 20, 2015 2010 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$640,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $640,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 6, 2015 2012 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are unsecured and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To partially guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has partially, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior general unsecured basisand unsubordinated basis up to an aggregate amount of U.S.$1,000,000,000 (the “Subsidiary Guarantee”). The Guarantor further agreed under the Indenture to take all corporate action necessary to amend and restate the Subsidiary Guarantee within 45 days of the Issue Date so that it becomes a full, irrevocable and unconditional guarantee of the Guaranteed Obligations and to deliver a supplemental indenture when such amendment and restatement takes place. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.
Appears in 1 contract
Sources: Indenture (Cencosud S.A.)
Indenture. The Company Issuers issued the Securities under an Indenture indenture dated as of February 12November 22, 2015 2004 (the “"Indenture”), ") among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuers and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. In the event of any conflict between the terms of this Security and the terms of the Indenture, the Indenture shall govern. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one The Issuers may issue Additional Securities of any series pursuant to the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial Securities. With respect to each series of Securities, the Original Securities of such series, any Additional Securities that may be issued of such series and all Exchange Securities of such series are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuers and the Restricted Subsidiaries to, among other things, create or incur Liens and or enter into Sale sale and Leaseback Transactionsleaseback transactions. The Indenture also imposes limitations on the ability of each the Issuers to convey, transfer or lease all or substantially all of the Company and the Guarantor to consolidate or merge with or into assets of any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIssuer.
Appears in 1 contract
Sources: Indenture (Jones Apparel Group Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12July 7, 2015 2010 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the 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 Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Original Indenture. The Initial Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest interest, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has terms of the Securities and the Indenture, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12August 8, 2015 2000 (the “"Indenture”"), among the Company, Cencosud Retail S.A.the Issuer, as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Original Securities referred Indenture, to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any issue Additional Securities that may be issued under the Indenture.] [This Security is one pursuant to Section 2.13 of the Additional Securities referred to in the Indenture. The Initial Securities include such issued on the Issue Date, any Additional Securities and the Original all Exchange Securities or Private Exchange Securities issued in an aggregate principle amount of U.S.$[ ] previously issued exchange therefor will be treated as a single class for all purposes under the Indenture.] . The Indenture imposes certain limitations on contains covenants that limit the ability of the Company to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its assets and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactionsassets of its subsidiaries. The Indenture also imposes limitations on contains covenants that limit the Issuer's ability to engage in business activities and its ability to use the proceeds from the issuance of each of the Company Securities. These covenants are subject to important exceptions and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofqualifications.
Appears in 1 contract
Sources: Indenture (GSV Inc /Fl/)
Indenture. The Company originally issued the Securities under an a Indenture dated as of February 1217, 2015 2016 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent Subsidiary Guarantors named therein and the Luxembourg Transfer AgentTrustee and Collateral Trustee. The terms of the 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) (the “Act”) as in effect on the date of the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of any Security conflicts with the express provisions of the Indenture, the provisions of this Indenture shall govern and be controlling. The Securities are unsecured and unsubordinated obligations entitled to the benefits of the Company unlimited in principal amount. [This Security is one Documents, subject to the terms of the Original Securities referred to in Note Documents, including the Indenture issued in an aggregate principal amount of U.S.$[ ]Intercreditor Agreement. The Securities include the Original Securities and any Company is entitled to issue Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to under, and in compliance with, the Indenture. The Securities include such issued on the Issue Date , any Additional Securities and the Original any Exchange Securities issued in an aggregate principle amount of U.S.$[ ] previously issued exchange therefor will be treated as a single class for all purposes under the Indenture.] . The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and the Subsidiaries toits subsidiaries to Incur additional indebtedness; pay dividends or distributions on, among or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other thingspayments of subsidiaries; consolidate, create merge or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability transfer all or substantially all of each of the Company its assets and the Guarantor assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due important exceptions and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofqualifications.
Appears in 1 contract
Sources: Indenture (Petroquest Energy Inc)
Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 13 1/2% Senior Discount Notes due 2007, Series A (herein called the "Initial Securities"). The Company Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $193,100,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of February 1219, 2015 1999, by and among the Company and United States Trust Company of New York, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, Cencosud Retail S.A.the Trustee and the Holders of the Securities, as guarantor (and of the “Guarantor”) terms upon which the TrusteeSecurities are, as Trusteeand are to be, Registrar, Paying Agent authenticated and Transfer Agentdelivered. The Securities include the Initial Securities, the Luxembourg Paying Agent Private Exchange Securities and the Luxembourg Transfer AgentExchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture and not defined herein have by reference to the meanings ascribed thereto Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. The Securities are unsecured No reference herein to the Indenture and unsubordinated obligations no provisions of this Security or of the Company unlimited in principal amount. [This Security is one Indenture shall alter or impair the obligation of the Original Securities referred Company, which is absolute and unconditional, to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of pay the principal of, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee at the times, place, and rate, and in the coin or any releasecurrency, termination or discharge thereof.herein prescribed. 125
Appears in 1 contract
Sources: Indenture (Golden Sky DBS Inc)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12January 19, 2015 2011 (the “Indenture”), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$305,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $305,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company Issuer and the Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment Property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch entities.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 18, 2015 2008 (the “Indenture”), ) among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in aggregate principal amountamount at any one time outstanding, subject to the conditions and in compliance with the covenants set forth in the Indenture. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred pursuant to in the Indenture. The Securities include such Additional Original Securities and the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Parent, the Company and the Parent’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Parent, the Company and the each Note Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Kansas City Southern)
Indenture. The Company issued the Securities under an Indenture dated as of February 12June 23, 2015 2005 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and the Original Exchange Securities issued in an aggregate principle amount exchange for Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities, the Exchange Securities and all other Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens and enter into Sale and Leaseback TransactionsLiens. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as property. Following the first day (the "Suspension Date") that (i) the Securities have an entity. To guarantee the due and punctual payment Investment Grade Rating from both of the principal Rating Agencies, and interest on (ii) no Default has occurred and is continuing under the Securities and all other amounts payable by Indenture, the Company under and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the Indenture "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events and the Securities (including the payment of Additional Amounts) when and as the same Subsidiary Guarantees shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofreinstated.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12May 14, 2015 2001, (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in limited to $600,000,000 aggregate principal amountamount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] [Initial] [Private Exchange] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities and Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Alliant Techsystems Inc)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12November 26, 2015 2013 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$300,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12October 5, 2015 2010 (as amended, supplemented or otherwise modified to the date hereof, the “Indenture”), among the Company, Cencosud Retail S.A.the Guarantors, the Paying Agent and Wilmington Trust Company as guarantor the trustee (the “GuarantorTrustee”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent). The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the 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 Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Original Indenture. The Initial Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required Indenture.”
(b) Paragraph 8 on the reverse of the Securities is amended and restated in its entirety to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.read as follows:
Appears in 1 contract
Indenture. The Company issued Issuers issued, as joint and several obligors, the Securities under an Indenture dated as of February 12May 14, 2015 1998 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuers and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date ------ of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in Issuers, as joint and several obligors, limited to $100,000,000 aggregate principal amountamount at any one time outstanding (subject to Section 2.07 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Original Private Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company DCC and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, enter into Sale additional lines of business, enter into Sale/Leaseback Transactions and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Issuers to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of either Issuer. To guarantee the due and punctual payment of the principal principal, interest and interest Additional Amounts, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, any Note Guarantors shall, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture and the Supplemental Indenture.
Appears in 1 contract
Sources: Indenture (Derby Cycle Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 19, 2015 1997 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantor Subsidiaries and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited and are limited to $150,000,000 in aggregate principal amountamount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $50,000,000 aggregate principal amount of Additional Securities. This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such Additional the Initial Securities (consisting of the Original Securities and the Original Additional Securities) and any Exchange Securities and Private Exchange Securities issued in an aggregate principle amount exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability redemption of each certain subordinated obligations of the Company and its Subsidiaries; other payments by the Company and its Restricted Subsidiaries; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates of the Company; the lines of business in which the Company and its Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, mergers and transfers of all or substantially all of the Company's or a Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entitySubsidiary's assets. In addition, the Indenture 140 5 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantor has irrevocably and Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February June 12, 2015 2002 (the “"Indenture”), ") among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in aggregate principal amountamount at any one time outstanding, subject to the conditions and in compliance with the covenants set forth in the Indenture. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Exh. A-7 Securities include the Original Securities, the Additional Securities and any Additional Exchange Securities that may be and Private Exchange Securities issued under the Indenture.] [This Security is one of the Additional in exchange for Initial Securities referred pursuant to in the Indenture. The Securities include such Original Securities, the Additional Securities and the Original any Exchange Securities in an aggregate principle amount and Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Parent, the Company and the Parent's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Parent, the Company and the each Note Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Kansas City Southern)
Indenture. The Company issued the Securities under an Indenture dated as of February 12, 2015 2003 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are subordinated unsecured and unsubordinated obligations of the Company, of which $ in aggregate principal amount of Original Securities shall be initially issued on the Closing Date and up to $ in aggregate principal amount of Original Securities shall be issued on any date of exercise of the over-allotment option pursuant to the Underwriting Agreement. Subject to the conditions set forth in the Indenture, the Company may issue an unlimited in aggregate principal amountamount of Additional Securities. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and any Additional Securities. The Original Securities that may and any Additional Securities will vote together on all matters. Additional Securities shall be issued under the Indenture.] [This Security is one of the Additional Securities referred with terms identical to in the Indenture. The Securities include such Additional Securities and the Original Securities Securities, except for any variation in an aggregate principle amount issue price, issuance date and interest payable as a result of U.S.$[ ] previously issued under the Indenture.] such dates. The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens Liens; and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Guarantors to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued Issuers issued, as joint and several obligors, the Securities under an Indenture dated as of February 12May 14, 2015 1998 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuers and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date ------ of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in Issuers, as joint and several obligors, limited to $100,000,000 aggregate principal amountamount at any one time outstanding (subject to Section 2.07 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Initial Securities] [This Security is one of the Additional Securities Private Exchange Securities] referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Original Private Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company DCC and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, enter into Sale additional lines of business, enter into Sale/Leaseback Transactions and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Issuers to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of either Issuer. To guarantee the due and punctual payment of the principal principal, interest and interest Additional Amounts, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, any Note Guarantors shall, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture and the Supplemental Indenture.
Appears in 1 contract
Sources: Indenture (Derby Cycle Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12May 24, 2015 2000 (the “"Indenture”), among ") between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are senior subordinated, unsecured and unsubordinated obligations of the Company unlimited in limited to $300,000,000 aggregate principal amountamount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). [This Security is one of the Original Initial Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$200,000,000. The Securities include the Original Securities and any Additional up to an aggregate principal amount of $200,000,000, additional Initial Securities that may be issued under the Indenture.] [This Security is one Indenture up to an aggregate principal amount of $100,000,000, and any Exchange Securities issued in exchange for the Additional Initial Securities. The Original Securities, the additional Initial Securities referred to in and the Exchange Securities are treated as a single class of securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make Asset Sales and enter into Sale and Leaseback Transactionslines of business other than the Telecommunications Business. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on Property of the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofCompany.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12October 24, 2015 2014 (the “Indenture”), among the Company, Cencosud Retail S.A.the Co-Issuer, as guarantor (the “Guarantor”) Guarantors party thereto from time to time and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those expressly made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders are referred to the Indenture and the Trust Indenture Act for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and any Additional Securities. The Original Securities that may be issued and any Additional Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has terms of the Securities and the Indenture, the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (PQ Group Holdings Inc.)
Indenture. The Company issued the Securities under an Indenture dated as of February 12August 13, 2015 1997 (the “"Indenture”"), among between the Company, Cencosud Retail S.A., Company and the Trustee. This Security is one of a duly authorized issue of Exchange Securities of the Company designated as guarantor its 10 5/8% Senior Subordinated Notes due 2004 (the “Guarantor”) "Exchange Securities"). The Securities include the Trustee_____% Senior Subordinated Notes due 2004 (the "Initial Securities"), as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer AgentExchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsecured Any conflict between this Security and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may will be issued under the Indenture.] [This Security is one of the Additional Securities referred to in governed by the Indenture. The Securities include such Additional Securities and are unsecured senior subordinated obligations of the Original Securities in an Company limited to $250,000,000 aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] principal amount. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the certain of its Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdividends from Restricted Subsidiaries.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12August 1, 2015 2014 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in an aggregate principle amount or any Additional Securities, any PIK Securities pursuant to the Indenture. The Original Securities, any Additional Securities, any PIK Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Paper Holdings LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 20, 2015 1998 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured and unsubordinated senior subordinated obligations of the Company unlimited in limited to $200 million aggregate principal amountamount (subject to Section 2.7 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the investments of the Company, its Subsidiaries and transactions with Affiliates, Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of senior subordinated Indebtedness, preferred stock of Subsidiaries and future guarantees. In addition, the Indenture limits the ability of the Company and the its Restricted Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdividends from Restricted Subsidiaries.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12June 29, 2015 2007 (the “Indenture”), among the CompanyIssuer, Cencosud Retail S.A.the Initial Senior Note Guarantors, as guarantor (the “Guarantor”) the Trustee, as Trusteethe Security Agent, Registrarthe Principal Paying Agent, Paying Agent and the Transfer Agent, the Luxembourg Registrar and the Paying Agent and the Luxembourg Transfer Agentin Dublin. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated senior obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities and any Additional Securities. The Original Securities that may be issued and any Additional Securities are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuer, Holdings I and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, impair the security, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company Issuer and the Guarantor Senior Note Guarantors to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. The Indenture also imposes limitations on the ability of the Issuer to undertake certain activities. To guarantee the due and punctual payment extent any provision of the principal and interest on Securities conflict with the Securities and all other amounts payable by express provisions of the Company under Indenture, the provisions of the Indenture shall govern and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofcontrolling.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12January 26, 2015 2011 (the “Base Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trusteesupplemented by the First Supplemental Indenture dated as of February 10, Registrar2011 (the “First Supplemental Indenture”), Paying Agent and Transfer Agentamong the Issuers, the Luxembourg Paying Agent Guarantors and the Luxembourg Transfer AgentTrustee (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12April 1, 2015 1997 (the “"Indenture”"), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture ------ (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited in limited to $130,000,000 aggregate principal amountamount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). [This Security is one of the Original Initial Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$100,000,000. The Securities include the Original Initial Securities, any Exchange Securities issued in exchange for the Initial Securities and any Additional Securities up to $30,000,000 aggregate principal amount of additional securities that may be issued under the Indenture.] [This Security is one . The Initial Securities, the Exchange Securities and such additional securities are treated as a single class of the Additional Securities referred to in securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability redemption of each certain Subordinated Obligations of the Company and its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Guarantor to consolidate Company; the sale or merge with issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or into any other Person or convey or transfer its assets substantially as an entityall of the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Glenoit Asset Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12August 16, 2015 2010 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors named therein and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsecured and unsecured, unsubordinated obligations of the Company unlimited Company. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in principal amountthe Indenture or such Subsidiary Guarantee. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$650,000,000. The Securities include the Original Securities and any Additional Securities, an unlimited aggregate principal amount of additional Initial Securities that may be issued under the Indenture.] [This Security is one , and any Exchange Securities issued in exchange for Initial Securities. The Original Securities, such additional Initial Securities and the Exchange Securities are treated as a single class of the Additional Securities referred to in securities under the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, 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 enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by Property of the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch Subsidiary Guarantor.
Appears in 1 contract
Sources: Indenture (Rite Aid Corp)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12January 29, 2015 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$500,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $500,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 14, 2015 2001 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities and Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Land O Lakes Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 10, 2015 2003 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred limited to in the Indenture issued in an $237,689,000 aggregate principal amount at maturity (subject to Section 2.07 of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture). The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Subsidiary Guarantors to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal Accreted Value and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basisIndenture. Neither the Company nor the Guarantor shall be required The Subsidiary Guaranties are subordinated in right of payment to make any notation on this Security each Subsidiary Guarantor's obligations with respect to reflect any guarantee or any release, termination or discharge thereofDesignated Senior Debt.
Appears in 1 contract
Sources: Indenture (Alamosa Holdings Inc)
Indenture. The Company Issuer issued the Securities Notes under an Indenture dated as of February 12[●], 2015 2016 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities Notes are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security Note is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities Notes referred to in the Indenture. The Securities Notes include such Additional Securities and the Original Securities in an aggregate principle amount Notes and any Additional Notes issued pursuant to the Indenture. The Original Notes and any Additional Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Issuer to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment There are no guarantors of the principal and interest Notes on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIssue Date.
Appears in 1 contract
Sources: Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 24, 2015 1997 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited and are limited to $270,000,000 in aggregate principal amountamount outstanding, of which $135,000,000 in aggregate principal amount will be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $135,000,000 aggregate principal amount of Securities. This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Initial Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Initial Securities in an aggregate principle amount pursuant to the Indenture. The Initial Securities, the Additional Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends and other payments by the Company and its Restricted Subsidiaries; Investments; sales of assets of the Company and Restricted Subsidiaries; certain transactions with Affiliates; the Subsidiaries to, among other things, create or incur Liens lines of business in which Holding and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate its Restricted Subsidiaries may operate; Liens; and consolidations, mergers and transfers of all or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under Company's or a Guarantor's assets. In addition, the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations prohibits certain restrictions on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdistributions from Restricted Subsidiaries.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 27, 2015 1996 (as such may be amended from time to time, the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Initial Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited in limited to $150,000,000 aggregate principal amountamount at any one time outstanding (subject to Section 2.07 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries and the Subsidiaries to, among other things, create or incur Liens redemption of certain Pari Passu Indebtedness and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each Subordinated Indebtedness of the Company and its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Guarantor to consolidate Company; the sale or merge with issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or into any other Person or convey or transfer its assets substantially as an entityall of the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Hs Resources Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12March 17, 2015 1998 (as it may be amended or supplemented from time to time in accor dance with the “terms thereof, the "Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors named therein and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. section 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured and unsubordinated senior obligations of the Company unlimited that will rank pari passu in right of payment to all existing and future senior indebtedness of the Company (including the Revolving Credit Facility) and senior to all existing and future subordinated indebtedness of the Company, limited to $174,000,000 aggregate principal amountamount (subject to Section 2.9 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agree ment. The Initial Securities and the Original Exchange Securities in an aggregate principle amount are treated, for all purposes, as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the its Restricted Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdividends from Restricted Subsidiaries.
Appears in 1 contract
Sources: Indenture (Big City Radio Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12April 4, 2015 2001 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured and unsubordinated senior obligations of the Company unlimited Company, including (a) $325 million in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Securities being offered on the Issue Date (subject to Section 2.9 of the Indenture) and (b) the Subsequent Series Securities. The Securities include the Original Initial Securities, Subsequent Series Securities, Private Exchange Securities and any Additional Exchange Securities that may will be issued treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries toon, among other things: the Incurrence of Liens by the Company or its Subsidiaries, create Sale-Leaseback Transactions by the Company or incur Liens its Subsidiaries, and enter into Sale consolidation, mergers and Leaseback Transactions. The Indenture also imposes limitations on the ability sale of each assets of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entityCompany. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Guaranteed Obligations Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Apogent Technologies Inc)
Indenture. The Company issued 77bbbb) as in effect on the Securities under an date of the Indenture dated as of February 12, 2015 (the “Indenture”"TIA"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in and Sub Co-Issuer limited to $450,000,000 aggregate principal amountamount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Company, Sub Co-Issuer and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company, Sub Co-Issuer and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company and Sub Co-Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither subordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Armkel LLC)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12June 30, 2015 1999 (the “"Indenture”"), among the Company, Cencosud Retail S.A.DJ Capital, as guarantor (the “Guarantor”) DonJoy and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited Issuers limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture), of which $100,000,000 in aggregate principal amountamount will be initially issued on the Closing Date. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities, the Exchange Securities and the Original Private Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Issuers and the their Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor Issuers to consolidate or merge with or into any other Person or convey convey, transfer or transfer its assets lease all or substantially as an entityall of the property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis subordinated as and to the Company nor extent provided in the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Donjoy LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12March 1, 2015 1997 (the “"Indenture”"), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Company and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated secured obligations of the Company unlimited in principal amountlimited to $770,000,000 aggregate Principal Amount at Maturity (subject to Section 2.07 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities Exchange Notes referred to in the Indenture. The Securities include such Additional Securities the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Original Securities in an aggregate principle amount Exchange Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on on, among other things, the issuance of debt and redeemable stock by the Company, the issuance of debt and preferred stock by Revlon Worldwide, Revlon, Inc., RCPC and its Subsidiaries, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock, the sale or transfer of assets and Subsidiary stock and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and the its Subsidiaries to, among other things, create or incur Liens to restrict distributions and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdividends from such Subsidiaries.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12May 11, 2015 2012 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Secured Notes Intercreditor Agreement or the First-Priority Intercreditor Agreement, the Secured Notes Intercreditor Agreement or the First-Priority Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in an aggregate principle amount or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Paper Corp.)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 1214, 2015 2007 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$700,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $700,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12March 4, 2015 2011 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$500,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $500,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12August 1, 2015 2006 (the “Indenture”), among the CompanyIssuers, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those terms. such terms and provisions The Securities are unsecured and unsubordinated second priority senior secured obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in an aggregate principle amount exchange for the Original Floating Rate Notes or any Additional Floating Rate Notes pursuant to the Indenture. The Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Verso Sartell LLC)
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 23, 2015 2003 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Exchange] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basisbasis pursuant to the terms of the Indenture. Neither The Securities and the Company nor Subsidiary Guarantees are secured on a second-priority basis (subject to Permitted Collateral Liens) by the Guarantor shall be required to make any notation on this Liens created by the Security to reflect any guarantee or any releaseDocuments pursuant to, termination or discharge thereofand subject to, the terms of the Indenture and the Intercreditor Agreement.
Appears in 1 contract
Sources: Indenture (Land O Lakes Inc)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12March 14, 2015 2006 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$150,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $150,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company and Sub Co-Issuer issued the Securities under an Indenture dated as of February 12August 28, 2015 2001 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Sub Co-Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date ----- of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior subordinated unsecured and unsubordinated obligations of the Company unlimited in and Sub Co-Issuer limited to $450,000,000 aggregate principal amountamount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Exchange Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company Company, Sub Co-Issuer and the Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Company, Sub Co-Issuer and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company and Sub Co-Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis subordinated pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Armkel LLC)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12November 8, 2015 2002 (the “"Indenture”"), among the Company, Cencosud Retail S.A.Dex Media East Finance, as guarantor (the “Guarantor”) LCI and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Dex Media Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 24, 2015 1997 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are unsecured and unsubordinated senior subordinated obligations of the Company unlimited and are limited to $270,000,000 in aggregate principal amountamount outstanding, of which $135,000,000 in aggregate principal amount will be initially issued on the Closing Date. [Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $135,000,000 aggregate principal amount of Additional Securities. This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such the Initial Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Initial Securities in an aggregate principle amount pursuant to the Indenture. The Initial Securities, the Additional Securities, the Exchange Securities and the Private Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends and other payments by the Company and its Restricted Subsidiaries; Investments; sales of assets of the Company and Restricted Subsidiaries; certain transactions with Affiliates; the Subsidiaries to, among other things, create or incur Liens lines of business in which Holding and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate its Restricted Subsidiaries may operate; Liens; and consolidations, mergers and transfers of all or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under Company's or a Guarantor's assets. In addition, the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations prohibits certain restrictions on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofdistributions from Restricted Subsidiaries.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12October 5, 2015 2010 (the “Indenture”), among the Company, Cencosud Retail S.A.the Guarantors, the Paying Agent and Wilmington Trust Company as guarantor the trustee (the “GuarantorTrustee”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent). The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the 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 Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are unsecured and unsubordinated senior secured obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Initial Securities referred to in the Indenture. The Securities include such Additional the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Original Indenture. The Initial Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of each of the Company and the each Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither secured basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (TPC Group Inc.)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12November 13, 2015 (the “Indenture”), among Parent, the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$900,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $900,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and the their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of Parent, the Company Issuer and the Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entityall of the Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company Issuer under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor terms of the Securities and the Indenture, Parent has irrevocably and unconditionally guaranteed the Guaranteed Obligations Securities on a senior unsecured basis. Neither an unsubordinated basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12November 21, 2015 2006 (the “"Indenture”"), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Subsidiary Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Fixed Rate Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Fixed Rate Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountCompany. [This Fixed Rate Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Fixed Rate Exchange Securities referred to in the Indenture. The Fixed Rate Securities include such Additional the Initial Fixed Rate Securities and the Original Fixed Rate Exchange Securities issued in an aggregate principle amount exchange for Initial Fixed Rate Securities pursuant to the Indenture and the Registration Rights Agreement. The Initial Fixed Rate Securities, the Fixed Rate Exchange Securities and all other Fixed Rate Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and create or incur Liens and enter into Sale and Leaseback TransactionsLiens. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as property. Following the first day (the "Suspension Date") that (i) the Fixed Rate Securities have an entity. To guarantee the due and punctual payment Investment Grade Rating from both of the principal Rating Agencies, and interest on (ii) no Default with respect to the Fixed Rate Securities has occurred and all other amounts payable by is continuing under the Indenture, the Company under and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the "Suspended Covenants") of the Indenture with respect to the Fixed Rate Securities. In addition, the Company may elect to suspend the Subsidiary Guarantees with respect to the Fixed Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Fixed Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Fixed Rate Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofreinstated.
Appears in 1 contract
Indenture. The Company issued the Securities under an Indenture dated as of February 12January 20, 2015 2011 (the “Indenture”), among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Securities are unsecured and unsubordinated obligations of the Company unlimited in principal amount. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of each of the Company and the Guarantor to consolidate or merge with or into any other Person or convey or transfer its assets substantially as an entity. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereof.
Appears in 1 contract
Sources: Indenture (Cencosud S.A.)
Indenture. The Company Issuer issued the Securities under an Indenture dated as of February 12December 1, 2015 2014 (the “Indenture”), among between the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Issuer and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms. The Securities are unsubordinated unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuer. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]$600,000,000. The Securities include the Original Securities Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities that may be issued under the Indenture.] Securities]. [This Security is one of the Additional Securities referred issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $600,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities include such issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Additional Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] The Indenture imposes certain limitations on the ability of the Company Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of each of the Company Issuer and the Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or transfer its assets otherwise dispose of all or substantially as an entity. To guarantee the due and punctual payment all of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment Property of Additional Amounts) when and as the same shall be due and payable, the Guarantor has irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither the Company nor the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofsuch entities.
Appears in 1 contract
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12November 8, 2015 2002 (the “"Indenture”"), among the Company, Cencosud Retail S.A.Dex Media East Finance, as guarantor LCI International, Inc (the “Guarantor”"LCI") and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Exchange] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities and the Original Exchange Securities in an aggregate principle amount are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Dex Media Inc)
Indenture. The Company Issuers issued the Securities under an Indenture dated as of February 12November 8, 2015 2002 (the “"Indenture”"), among the Company, Cencosud Retail S.A.Dex Media East Finance, as guarantor (the “Guarantor”) LCI and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ▇▇.▇▇. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are senior unsecured and unsubordinated obligations of the Company unlimited in principal amountIssuers. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.[Original] [This Security is one of the Additional Additional] Securities referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Original Securities, the Additional Securities in an aggregate principle amount and any Exchange Securities are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into Sale and Leaseback Transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuers and each of the Company and the Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Company Issuers under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis. Neither basis pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Dex Media Inc)
Indenture. The Company issued the Securities under an Indenture dated as of February 12December 22, 2015 2020 (the “Indenture”), among the Company, Cencosud Retail S.A.the guarantors party thereto, the Trustee and U.S. Bank National Association, as guarantor collateral agent (in such capacity, the “GuarantorCollateral Agent”) the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent). The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and the Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated senior obligations of the Company unlimited in principal amountCompany. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Original Securities or Additional Securities pursuant to the Indenture. The Original Securities and any Additional Securities that may be issued are treated as a single class of securities under the Indenture.] [This Security is one of the Additional Securities referred to in the Indenture. The Securities include such Additional Securities and the Original Securities in an aggregate principle amount of U.S.$[ ] previously issued under the Indenture.] The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or incur Liens and enter into Sale and Leaseback TransactionsLiens. The Indenture also imposes limitations on the ability of each of the Company and the each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors and the Parent Guarantor has irrevocably will jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis. Neither pursuant to the Company nor terms of the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any release, termination or discharge thereofIndenture.
Appears in 1 contract
Sources: Indenture (Berry Global Group, Inc.)
Indenture. The Company issued the Securities under an Indenture dated as of February 12May 30, 2015 2003 (the “"Indenture”"), between among the Company, Cencosud Retail S.A., as guarantor (the “Guarantor”) Note Guarantors and the Trustee, as Trustee, Registrar, Paying Agent and Transfer Agent, the Luxembourg Paying Agent and the Luxembourg Transfer Agent. The terms of the Securities include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Securities are unsecured and unsubordinated senior secured obligations of the Company. The Company unlimited in principal amountshall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.01 of the Indenture. [This Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of U.S.$[ ]. The Securities include the Original Securities and any Additional Securities that may be issued under the Indenture.] [This Security is one of the Additional Securities Exchange Notes referred to in the Indenture. The Securities include such the Original Securities, the Additional Securities and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Securities pursuant to the Indenture. The Original Securities in an aggregate principle amount Securities, the Additional Securities, the Exchange Notes and the Private Exchange Notes are treated as a single class of U.S.$[ ] previously issued securities under the Indenture.] . The Indenture imposes certain limitations on the ability of the Company and the its Restricted Subsidiaries to, among other things, create or make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Liens and Indebtedness, enter into Sale consensual restrictions upon the payment of certain dividends and Leaseback Transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, make Asset Sales and incur Liens. The Indenture also imposes limitations on the ability of each of the Company and the each Note Guarantor to consolidate or merge with or into any other Person or convey the Company to convey, transfer or transfer lease all or substantially all of its assets substantially as an entityproperty. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities (including the payment of Additional Amounts) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the Guarantor has irrevocably terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basisbasis subordinated pursuant to the terms of the Indenture. Neither The Securities are secured on a second-priority basis by the Company nor Liens created by the Guarantor shall be required to make any notation on this Security to reflect any guarantee or any releaseDocuments pursuant to, termination or discharge thereofand subject to, the terms of the Indenture and the Intercreditor Agreement.
Appears in 1 contract
Sources: Indenture (Pierson Industries Inc)