Indenture. The Company issued the Notes under an Indenture dated as of December 21, 2004 (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Otelco Inc.), Indenture (Otelco Telecommunications LLC)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21June 16, 2004 2022 (the “Indenture”), among the CompanyIssuers, the Guarantors party thereto, the Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are secured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuers’ option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by Restricted Subsidiaries; distributions, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21, 2004 [•] (the “Indenture”), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). Terms defined in The terms of the Indenture and not defined herein have the meanings ascribed thereto Notes include those stated in the Indenture. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes, any Additional Notes and any Additional PIK Notes. The Original Initial Notes, any Additional Notes and any Additional PIK Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuers and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , issue or sell shares of certain Capital Stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personproperty. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Indenture. The Company issued the Notes under an Indenture dated as of December 21May 22, 2004 2014 (the “Indenture”), among the Company, the Initial Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Rayonier Advanced Materials Inc.), Indenture (Rayonier Inc)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December 21April 29, 2004 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part obligation of the same series issued Company, which is absolute and will vote together on all matters subject unconditional, to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 2 contracts
Sources: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Indenture. The Company issued the Notes under an Indenture dated as of December 218, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, 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 “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. This The Notes are senior unsecured obligations of the Company. The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Notes and issued on the Issue Date, any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 2.15 of the Indenture. Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes shall be issued with terms substantially identical pursuant to the Original Indenture and the Registration Rights Agreement. The Initial Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance the Exchange Notes are treated as a single class of Additional Notes thereafter), CUSIP numbersecurities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent Guarantor and its any Restricted Subsidiaries toSubsidiary to create liens, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends sale and distributions by Restricted Subsidiaries; enter into or permit certain lease-back transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Parent Guarantor to enter into mergers and consolidations. The Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of extent provided in the Indenture.
Appears in 2 contracts
Sources: Indenture (Acuity Brands Lighting, Inc.), Indenture (Acuity Brands Inc)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21October 6, 2004 2017 (the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 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 Notes are subject to all terms 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 such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series B (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December 21April 29, 2004 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part obligation of the same series issued Company, which is absolute and will vote together on all matters subject unconditional, to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 2 contracts
Sources: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21June 15, 2004 2021 (the “Indenture”), among the CompanyIssuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors (the “Guarantors”), and UMB Bank, National Association, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors “Agents” and the Trusteeeach individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Issuer, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Issuer may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Issuer. In addition, the Indenture requires the maintenance of the existence of the Issuer and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Issuer. This Note is one of the [Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Original Initial Notes issued on the Issue Date and any Additional NotesNotes issued in accordance with Section 2.14 of the Indenture. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company securities under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Azul Sa), Indenture (Azul Sa)
Indenture. The Company issued the 2023 Notes under an Indenture dated as of December 21May 7, 2004 2020 (the “Indenture”), among the Company, the Guarantors Guarantors, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) U.S. Bank National Association, as in effect on the date of the Indenture notes collateral agent (the “TIANotes Collateral Agent”). Terms Capitalized terms used herein are used as defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The 2023 Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the 2023 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2023 Notes are senior secured obligations of the Company. [This 2023 Note is one of the Initial Notes referred to in the Indenture. Indenture and is referred to herein as the “Initial 2023 Notes.”]3 The 2023 Notes comprise a series of Notes issued under the Indenture and include the Original Initial Notes of such series [(the “Initial 2023 Notes”)] and any Additional Notes of such series. In addition to the 2023 Notes. , the 2025 Notes and the 2027 Notes are additional series of notes issued under the Indenture, and the 2023 Notes, together with the 2025 Notes and the 2027 Notes, are herein collectively referred to as “the Notes.” The Original Initial 2023 Notes and any Additional Notes shall of such series may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance of such series are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gap Inc)
Indenture. The Company issued the Notes under an Indenture dated as of December 21February 22, 2004 2019 (the “Indenture”), among the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.](3) The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP and/or ISIN number, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21October 2, 2004 2023 (the “Indenture”), among the Company, the Guarantors Issuer and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are secured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to will have a separate CUSIP and/or ISIN number, if applicable. From and after the Original NotesEscrow Merger, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions its property. Certain of these limitations will cease to any Personapply during a Suspension Period. To guarantee From and after the due and punctual payment of the principal and interest on the Notes and all Escrow Merger (other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenturethan during a Suspension Period), the Guarantors have jointly (including each Wholly Owned Restricted Subsidiary of the Issuer that is not an Excluded Subsidiary and severally, fully and unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Forward Air Corp)
Indenture. The Company Bonds are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21July 10, 2004 2007, as amended and restated (the “Indenture”), among the CompanyLupatech Finance Limited, the Guarantors (as defined in the Indenture), The Bank of New York Mellon (Luxembourg) S.A., and The Bank of New York Mellon, as trustee (the “Trustee”) and principal paying agent (the “Principal Paying Agent”). The terms of the Notes Bonds include those stated in the Indenture. The Holders of the Bonds shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Guarantors, the Trustee, the Principal Paying Agent and the Holders of the Bonds and the terms upon which the Bonds, are, and are to be, authenticated and delivered. Terms All terms used in this Bond that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Bond shall be available for inspection at the TIA for a statement of such terms and provisions. This Note is one offices of the Notes referred to in the Indenture. The Notes include the Original Notes Trustee and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personeach Paying Agent. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes Bonds when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenturedue, the Guarantors have unconditionally and irrevocably guaranteed, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant senior unsecured basis. Neither the Company nor any Guarantor shall be required to make any notation on this Bond to reflect any guarantee or any release, termination or discharge thereof. The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds. The Indenture imposes certain limitations on the creation of Liens by the Company, Lupatech and its Subsidiaries, transactions with Affiliates, and consolidation, merger and certain other transactions involving the Company, Lupatech and its Subsidiaries. In addition, the Indenture requires the maintenance of insurance for the Company, Lupatech and its Subsidiaries, the maintenance of the existence of the Company, Lupatech and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. In the event of any inconsistency between the terms of this Bond and the terms of the Indenture, the terms of the Indenture shall prevail. Capitalized terms not defined in this Terms and Conditions of the Bonds have the meanings as defined in the Indenture.
Appears in 1 contract
Sources: Indenture
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21August 16, 2004 2018 (the “Indenture”), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture Indenture; in the event of any conflict between this Note and the TIA for a statement Indenture, the terms of such terms the Indenture shall govern. The Notes and provisionsthe Guarantees are unsecured obligations of the Issuer and the Guarantors, respectively. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureits property.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The This Note is one of the duly authorized issue of 10 1/4% Senior Subordinated Notes due 2012 of the Company (herein called the "Notes"), issued the Notes under an Indenture Indenture, dated as of December 21June 12, 2004 2002, (as amended, supplemented or otherwise modified from time to time, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among IESI Corporation, the Subsidiary Guarantors (as defined in the Indenture) and The Bank of New York as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors Subsidiary Guarantors, any other obligor upon this Note, the Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended, as in effect on the date of the Indenture from time to time (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. Additional Notes may be issued under the Indenture which may vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 140 All terms and provisionsused in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note is one entitled to the benefits of certain senior subordinated Subsidiary Guarantees by the Subsidiary Guarantors (and future Subsidiary Guarantors) made for the benefit of the Notes referred Holders. Reference is made to in ARTICLE 13 of the IndentureIndenture for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof. The Notes include Neither the Original Notes and Company nor any Additional Notes. The Original Notes and any Additional Notes Subsidiary Guarantor shall be part of the same series issued and will vote together required to make any notation on all matters subject this Note to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notesreflect any Subsidiary Guarantee or any such release, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into termination or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturedischarge.
Appears in 1 contract
Sources: Indenture (Iesi Tx Corp)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December November 21, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “TIAAct”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of in the Indenture, and Holders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. This To the extent any provision of this Note is one conflicts with the express provisions of the Notes referred to in Indenture, the Indentureprovisions of the Indenture shall govern and be controlling. The Notes include are general unsecured senior obligations of the Original Notes and any Additional NotesIssuers. The Original aggregate principal amount of Notes that may be authenticated and any Additional Notes shall be part delivered under the Indenture is limited to an aggregate principal amount at maturity of the same series issued and will vote together on all matters $350,000,000, subject to the conditions set forth in the Indenture. The Company shall only be entitled Issuers’ ability to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations limitations, among other things, on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, to make Investments; incur additional Indebtedness and or 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 Notescreate certain Liens; make certain other Restricted Payments, including Investmentssell assets; enter into consensual restrictions on agreements that restrict dividends or other payments from the payment of certain dividends and distributions by Restricted Subsidiaries; enter into consolidate, merge or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of the assets of the Issuers and their property Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or assets in one make other distributions on Capital Stock or more related transactions to any Personsubordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. To guarantee the due and punctual payment of the principal of, interest and interest on premium and Special Interest, if any, on, the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis such obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Tronox Inc)
Indenture. The Company Issuer issued the 2015 Notes under an Indenture dated as of December 21June 27, 2004 2008 (the “Indenture”), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2015 Notes are senior unsecured obligations of the Issuer. This 2015 Note is one of the Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Original Initial 2015 Notes and any Additional Notes. The Original Exchange 2015 Notes and any Additional issued in exchange for Initial 2015 Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial 2015 Notes in accordance and any Exchange 2015 Notes, together with Section 4.14 the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the 2015 Notes and all other amounts payable by the Company Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21April 30, 2004 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuer, the Guarantors guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms those terms. The Notes are senior obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and provisionsdelivered under the Indenture is unlimited. This Note is one of the 11.00% Senior Notes due 2023 referred to in the Indenture. The Notes include (i) $360,000,000 principal amount of the Original Issuer’s 11.00% Senior Notes due 2023 issued under the Indenture on April 30, 2015 (the “Initial Notes”) and, (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 30, 2015 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) any PIK Notes (and any Additional Notes. The Original Notes and increases in principal amount of any Additional Notes shall be part Global Note) issued as provided in Section 2.1(g) of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Initial Notes and (including any increases in the principal amount as the result of a PIK Payment), the Additional Notes in accordance with Section 4.14 and the PIK Notes shall be considered collectively as a single class for all purposes of the Indenture. ; provided that the Additional Notes shall will not be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon same CUSIP as the issuance of existing Notes unless such Additional Notes are fungible with original issue discount (and any issuance of Additional the existing Notes thereafter), CUSIP numberfor U.S. federal income tax purposes. The Indenture imposes certain limitations on the ability incurrence of indebtedness, the Company and its Restricted Subsidiaries tomaking of restricted payments, among other thingsthe sale of assets, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment incurrence of certain dividends liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens; the consummation of mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on requirements with respect to the ability provision of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture financial information and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms provision of guarantees of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureby certain subsidiaries.
Appears in 1 contract
Sources: Third Supplemental Indenture (21st Century Oncology Holdings, Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21September 20, 2004 2017 (the “Indenture”), among the CompanyIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Trimas Corp)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10 1/2% Senior Subordinated Notes due 2009 Series B (herein called the "Unrestricted Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December 21May 17, 2004 (the “Indenture”)1999, by and among the Company, each of the Guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and State Street Bank and Trust Company, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), 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, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Securities and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiaries tounconditional, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; to pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Sources: Indenture (Best Built Inc)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21April 24, 2004 2012 (the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , issue or sell shares of capital stock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a subordinated senior secured basis from the Escrow Release Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21October 20, 2004 2009 (the “Indenture”), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21October 20, 2004 2009 (the “Indenture”), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company issued the Notes under an Indenture dated as of December 21May 29, 2004 2025 (the “Indenture”), among the Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Enpro Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21September 30, 2004 2010 (the “Indenture”), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 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 Notes are subject to all terms 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 such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes, any Additional Notes and any Additional Notes. The Original Exchange Notes and issued in exchange for the Initial Notes or any Additional Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Initial Notes, any Additional Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary of the Issuer that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a subordinated senior basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21October 23, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. This Note is one provisions of the Notes referred Indenture, as amended or supplemented from time to in the Indenturetime. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part are general unsecured obligations of the same series Company of which $225,000,000 in aggregate principal amount will be initially issued and will vote together on all matters subject the Issue Date. Subject to the conditions set forth in the Indenture. The Indenture and without the consent of the Holders, the Company shall only be entitled to may issue Additional Notes. All Notes in accordance with Section 4.14 will be treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur Indebtedness, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other Restricted Payments, including Investments; create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create , enter into Sale and Leaseback Transactions, or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into transfer or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personthe Company’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors Accent Marketing Services, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada Inc., CPB Acquisition Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary will unconditionally guarantee), jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.
Appears in 1 contract
Sources: Indenture (MDC Partners Inc)
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21October 9, 2004 2019 (the “Indenture”), among the Company, the Guarantors Subsidiary Guarantors, the Trustee and U.S. Bank National Association, a national banking association, as collateral agent (the Trustee“Collateral Agent”). The terms of the Notes include those are stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. This To the extent any provision of this Note is one conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes referred are senior secured obligations of the Company. The Company shall be entitled, subject to in its compliance with Sections 4.03 and 4.11 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Notes include issued on the Original Notes and any Additional Notes. The Original Notes Issue Date and any Additional Notes shall be part of the same series issued and will vote together on treated as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, and interest interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully irrevocably and unconditionally guaranteed the Subsidiary Guaranteed Obligations on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture dated as of December 21November 20, 2004 2014 (the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. This Note is one The Notes are senior unsecured obligations of the Company. The Company shall be entitled to issue Additional Notes referred pursuant to in Section 2.14 of the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes (as defined in the Indenture) and any Additional Notes shall be part of the same series issued and will vote together on treated as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; , and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and severally unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21July 1, 2004 2008 (the “Indenture”), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21March 22, 2004 2007 (the “Indenture”), among the Company, the Guarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the Trustee“Principal Paying Agent”) (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 22, 2007, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). If the Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by the SEC) on or before November 30, 2007, the annual interest rate borne by the Notes will be increased by 0.25% per annum. This increase in the interest rate will end upon the earlier of (i) completion of the Exchange Offer, (ii) the effectiveness of the Shelf Registration Statement or (iii) the Notes being freely tradable under the Securities Act. The Note is one of the [Initial]* [Additional]† [Exchange]‡ Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Notes and issued on the Issue Date, any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 2.14 of the Indenture. Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes shall be issued with terms substantially identical pursuant to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableRegistration Rights Agreement. The Initial Notes, whether at maturity, by acceleration or otherwise, according to the terms of the any Additional Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on Exchange Notes are treated as a subordinated basis pursuant to the terms single class of securities under the Indenture.
Appears in 1 contract
Sources: Indenture (Gol Finance LLP)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture Indenture, dated as of December 212, 2004 2009 (the “Indenture”), among the CompanyIssuer, the Guarantors Guarantors, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and the TrusteePolish Security Agent, Deutsche Bank Trust Company Americas as U.S. Registrar, U.S. Paying Agent and U.S. Transfer Agent, Deutsche Bank Luxembourg, S.A., as Luxembourg Registrar, Luxembourg Paying Agent and Luxembourg Transfer Agent and TMF Trustee Limited as Security Agent. The terms This Dollar Note is one of a duly authorized issue of Dollar Notes of the Issuer designated as its 9.125% Senior Secured Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture due 2016 (the “TIADollar Notes”). Terms defined in the Indenture and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. This Note is one The Dollar Notes are senior obligations of the Issuer. The Dollar Notes referred are not limited in aggregate principal amount and Additional Dollar Notes may be issued from time to in time under the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters , in each case subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 terms of the Indenture. Additional Notes shall ; provided that the aggregate principal amount that will be issued with terms substantially identical to at the Original Issue Date will not exceed $380 million. Each Holder of the Dollar Notes, except for any variation in issuance date andby accepting a Dollar Note, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability agrees to be bound by all of the Company terms and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability provisions of the Company Indenture and the Security Documents, as the same may be amended from time to consolidate or merge with or into or wind up into time. In the event of any other Person or sellinconsistency between the terms of the Dollar Notes and the terms of the Indenture, assign, transfer, lease, convey or otherwise dispose the terms of all or substantially all of their property or assets in one or more related transactions to any Personthe Indenture shall control and govern. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Dollar Notes and all other amounts payable by the Company Issuer under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, the Guarantors have jointly and severally, fully and each Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a subordinated senior basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21June 3, 2004 2011 (the “Indenture”), among the Company, the Guarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the Trustee“Principal Paying Agent”) (collectively, the “ Agents” and each individually an “Agent”) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. This Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes; provided that any such Additional Notes issued under the same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening” for U.S. federal income tax purposes or with no more than de minimis original issue discount for U.S. federal income tax purposes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial]1 [Additional]2 Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes issued on the Issue Date and any Additional Notes shall be part issued in accordance with Section 2.14 of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Notes, any Additional Notes in accordance with Section 4.14 are treated as a single class of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company securities under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the 2015 Notes under an Indenture dated as of December 21January 28, 2004 2005 (the “Indenture”"INDENTURE"), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2015 Notes are senior unsecured obligations of the Issuer. This 2015 Note is one of the Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Original Initial 2015 Notes and any Additional Notes. The Original Exchange 2015 Notes and any Additional issued in exchange for Initial 2015 Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial 2015 Notes in accordance and any Exchange 2015 Notes, together with Section 4.14 the Initial 2013 Notes, any Exchange 2013 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the 2015 Notes and all other amounts payable by the Company Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8 1/8% Senior Notes due 2004, Series B (herein called the "Unrestricted Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $125,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December May 21, 2004 (the “Indenture”)1997, by and among the Company, each of the Guarantors named in the Indenture (the "Guarantors") and The First National Bank of Chicago, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), 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, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbSection Section 77aaa-77bbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiaries tounconditional, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; to pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December July 6, 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee under the Base Indenture, as amended and supplemented by the Fourth Supplemental Indenture thereto, dated as of November 21, 2004 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended from time to time (the “TIAAct”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any inconsistency between the terms and provisions. This Note is one of the Notes referred to in Indenture and this Note, the Indentureterms of the Indenture shall control. The Notes include are general unsecured obligations of the Original Notes Company and any Additional Notesare initially issued in an aggregate principal amount of $400,000,000. The Original Company may, subject to the provisions of the Indenture, issue Additional Notes of the same series from time to time without the consent of the Holders. The Notes initially issued and any Additional Notes shall subsequently issued under the Indenture will be part of the same treated as a single series issued and will vote together on for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued , including, without limitation, with terms substantially identical respect to the Original Noteswaivers, except for any variation in issuance date andamendments, upon the issuance of Additional Notes with original issue discount (supplements, redemptions and any issuance of Additional Notes thereafter), CUSIP numberoffers to purchase. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and certain of its Restricted Subsidiaries to, among other things, subsidiaries to incur Indebtedness and issue Disqualified Stock and Preferred Stockcertain secured indebtedness; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make incur certain other Restricted Payments, including Investmentsliens; enter into consensual restrictions on the payment of certain dividends sale and distributions by Restricted Subsidiariesleaseback transactions; enter into consolidate, merge or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of their property or its assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when assets of its subsidiaries; and as the same shall be due designate unrestricted subsidiaries. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturequalifications.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture dated as of December 21February 29, 2004 2024 (the “Indenture”), among the CompanyCompany the Trustee and GLAS Trust Company LLC, as collateral agent (the Guarantors and “Notes Collateral Agent”). Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Company. This Note is one of the [Initial] [PIK] Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional PIK Notes. The Original Initial Notes and any Additional PIK Notes shall will, at the Company’s option, be part treated as a single class of securities for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the same series issued and PIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Noteshave a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its Restricted the Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by Restricted such Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TheRealReal, Inc.)
Indenture. The Company issued the Notes under an Indenture dated as of December 21August 7, 2004 2020 (the “Indenture”), among the Company, the Guarantors Guarantors, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) U.S. Bank National Association, as in effect on the date of the Indenture notes collateral agent (the “TIANotes Collateral Agent”). Terms Capitalized terms used herein are used as defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured Obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture and is referred to herein as the “Initial Notes.”]3 The Notes comprise a series of Notes issued under the Indenture and include the Original Initial Notes [(the “Initial Notes”)] and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. Holders of the same series issued Initial Notes and will the Additional Notes shall vote and consent together as one class on all matters subject to the conditions set forth in the Indenture. The Company shall only be which such holders are entitled to issue Additional Notes in accordance with Section 4.14 vote or consent, and none of the Indenture. holders of the Initial Notes or the Additional Notes shall be issued with terms substantially identical have the right to the Original Notes, except for vote or consent as a separate class on any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numbermatter to which such holders are entitled to vote or consent. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis 3 For Initial Notes. pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
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Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21September 24, 2004 2015 (the “Indenture”), among the CompanyIssuers, the Guarantors party thereto and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuers’ option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by Restricted Subsidiaries; distributions, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Mallinckrodt PLC)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21May 28, 2004 2015 (the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a subordinated senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21April 13, 2004 2016 (the “Indenture”), among the CompanyWestern Digital Corporation, the Guarantors Initial Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. This To the extent any provision of any Note is one conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes referred are senior secured obligations of the Issuer. The Issuer shall be entitled, subject to in its compliance with Section 4.03 and Section 4.13 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Notes include issued on the Original Notes and any Additional Notes. The Original Notes Issue Date and any Additional Notes shall be part of the same series issued and will vote together on treated as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends onIndebtedness, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by such Restricted Subsidiaries; , make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates; , engage in certain lines of business, create or incur Liens; Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company Issuer to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits assets. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Initial Guarantors have will jointly and severally, fully and unconditionally guaranteed severally guarantee the Guaranteed Obligations on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Western Digital Corp)
Indenture. The Company issued Collateral is held by the Notes under an Indenture dated Mortgagee as of December 21security, 2004 (in part, for the “Indenture”), among the Company, the Guarantors and the TrusteeEquipment Notes. The terms provisions of the Notes include those stated in the Indenture and those made part of the Indenture by reference this Equipment Note are subject to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on and the date of the Indenture (the “TIA”)Related Indentures. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred Reference is hereby made to the Trust Indenture and the TIA Related Indentures for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of such the terms and provisionsconditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is one subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Notes referred to Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters This Equipment Note is subject to the conditions certain restrictions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. Additional Notes shall be issued with terms substantially identical [The indebtedness evidenced by this Equipment Note is, to the Original Notesextent and in the manner provided in the Trust Indenture, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (subordinate and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes and Related Series A Equipment Notes]8 [Series A Equipment Notes; make , Series B Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]9, and certain other Restricted PaymentsSecured Obligations, 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; and make Asset Salesthis Equipment Note is issued subject to such provisions. The Indenture also imposes limitations Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the ability of subordination as provided in the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Trust Indenture and (c) appoints the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.Mortgagee his attorney-in-fact for such purpose.]10 _______________
Appears in 1 contract
Sources: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Indenture. The Company issued the Notes under an Indenture dated as of December 21May 25, 2004 2012 (the “Indenture”), among the Company, the Guarantors Note Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as 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 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for the Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture indenture dated as of December 21July 6, 2004 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and the Trustee, as supplemented by the first supplemental indenture thereto dated as of July 6, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended from time to time (the “TIAAct”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any inconsistency between the terms and provisions. This Note is one of the Notes referred to in Indenture and this Note, the Indentureterms of the Indenture shall control. The Notes include are general unsecured obligations of the Original Notes Company and any Additional Notesare initially issued in an aggregate principal amount of $300,000,000. The Original Company may, subject to the provisions of the Indenture, issue Additional Notes of the same series from time to time without the consent of the Holders. The Notes initially issued and any Additional Notes shall subsequently issued under the Indenture will be part of the same treated as a single series issued and will vote together on for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued , including, without limitation, with terms substantially identical respect to the Original Noteswaivers, except for any variation in issuance date andamendments, upon the issuance of Additional Notes with original issue discount (supplements, redemptions and any issuance of Additional Notes thereafter), CUSIP numberoffers to purchase. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and certain of its Restricted Subsidiaries to, among other things, subsidiaries to incur Indebtedness and additional indebtedness or issue Disqualified Stock and Preferred Stockcertain equity interests; pay dividends or distributions on, and redeem, or redeem or repurchase capital stock and redeem Indebtedness that is subordinate in right of payment to the Notesstock; make certain other Restricted Payments, including Investmentsinvestments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain engage in transactions with Affiliatesaffiliates; create incur liens; transfer or incur Lienssell assets; and make Asset Sales. The Indenture also imposes limitations on the ability guarantee indebtedness; restrict dividends or other payments of the Company to consolidate subsidiaries; consolidate, merge or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of their property or its assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when assets of its subsidiaries; and as the same shall be due create unrestricted subsidiaries. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturequalifications.
Appears in 1 contract
Indenture. The Company Issuer issued the Notes under an Indenture dated as of September 19, 2024, among the Issuer, the Guarantors named therein and from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of December 212, 2004 2024, among the Issuer, the Guarantors named therein and from time to time party thereto, the Trustee and the Notes Collateral Agent (the “Supplemental Indenture”, and the Base Indenture as supplemented by the First Supplemental Indenture and as may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such those terms. In the event of a conflict between the terms of the Notes and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one an Additional Note under the Indenture and the Company shall be entitled to issue further Additional Notes as provided in Section 2.1(a) of the Notes referred to in the Indenture. The Notes include the Original Initial Notes and the Additional Notes, to the maximum extent possible, shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from the Initial Notes. The Original Notes and any Additional Notes shall can be part issued without the consent of the same series issued and will vote together on all matters any Holder, subject to the conditions compliance with any covenants set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, permitted activities of the Company Issuer, the entering into of agreements that restrict distribution from restricted subsidiaries and its Restricted Subsidiaries to, among other things, incur Indebtedness the consummation of mergers and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Salesconsolidations. The Indenture also imposes limitations on requirements with respect to the ability provision of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture financial information and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms provision of guarantees of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureby certain subsidiaries.
Appears in 1 contract
Sources: Supplemental Indenture (Ryan Specialty Holdings, Inc.)
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21[•], 2004 (the “Indenture”)20[•], among the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisionsterms. This To the extent any provision of this Note is one conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes referred to of this series are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toTrustee may require a Holder, among other things, incur Indebtedness to furnish appropriate endorsements and issue Disqualified Stock transfer documents and Preferred Stock; the Company may require a Holder to pay dividends onany taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, and redeemexcept the unredeemed portion of any such Note being redeemed in part, capital stock and or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Indebtedness that is subordinate in right of payment to the Notes; make certain such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, including Investments; enter into consensual restrictions on date determined for the payment of certain dividends interest), and distributions by Restricted Subsidiaries; enter into ending on such mailing date or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellInterest Payment Date, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturecase may be.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture dated as of December 21April 28, 2004 2020 (the “Indenture”), among the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP and/or ISIN number, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21May 9, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the CompanyIssuers, the Guarantors Guarantors, the Agent and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIAAct”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA Act for a statement of such terms those terms. The Notes are senior obligations of the Issuers. The aggregate principal amount of Notes that may be authenticated and provisionsdelivered under the Indenture is unlimited. This Note is one of the 9% Senior Notes due 2018 referred to in the Indenture. The Notes include (i) $200,000,000 aggregate principal amount of the Original Issuers’ 9% Senior Notes due 2018 issued under the Indenture on May 9, 2012 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 9, 2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and any Additional Notes. The Original Notes and any the Additional Notes shall be part of the same series issued and will vote together on considered collectively as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability incurrence of indebtedness, the Company and its Restricted Subsidiaries tomaking of restricted payments, among other thingsthe sale of assets, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment incurrence of certain dividends and distributions by Restricted Subsidiaries; enter liens, the making of payments for consents, the entering into or permit certain of agreements that restrict distribution from restricted subsidiaries, transactions with Affiliates; create or incur Liens; affiliates, the business activities of Affinity Finance and make Asset Salesthe consummation of mergers and consolidations. The Indenture also imposes limitations on requirements with respect to the ability provision of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture financial information and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms provision of guarantees of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureby certain subsidiaries.
Appears in 1 contract
Sources: Indenture (Affinity Gaming, LLC)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21July 18, 2004 2008 (the “Indenture”), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat CORP)
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21April 25, 2004 2007 (the “Indenture”), among the Company, the Guarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the Trustee“Principal Paying Agent”) (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 25, 2007, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). If the Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by the SEC) on or before October 31, 2007, the annual interest rate borne by the Notes will be increased by 0.25% per annum. This increase in the interest rate will end upon the earlier of (i) completion of the Exchange Offer, (ii) the effectiveness of the Shelf Registration Statement or (iii) the Notes being freely tradable under the Securities Act. The Note is one of the [Initial]1 [Additional]2 [Exchange]3 Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Notes and issued on the Issue Date, any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 2.14 of the Indenture. Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes shall be issued with terms substantially identical pursuant to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableRegistration Rights Agreement. The Initial Notes, whether at maturity, by acceleration or otherwise, according to the terms of the any Additional Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on Exchange Notes are treated as a subordinated basis pursuant to the terms single class of securities under the Indenture.
Appears in 1 contract
Sources: Indenture (Tam S.A.)
Indenture. The Company issued the Notes under an Indenture dated as of December 21August 13, 2004 2015 (the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. This Note is one The Notes are senior unsecured obligations of the Company. The Company shall be entitled to issue Additional Notes referred pursuant to in Section 2.14 of the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes (as defined in the Indenture) and any Additional Notes shall be part of the same series issued and will vote together on treated as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; , and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and severally unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21July 16, 2004 2010 (the “Indenture”), among BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros (the “Company”), Deutsche Bank Trust Company Americas, as Trustee, Registrar, Transfer Agent and Paying Agent (the Guarantors “Trustee”), and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent and Transfer Agent (the Trustee“Luxembourg Paying Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, the Paying Agent, any other Paying Agent, the Transfer Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection during normal business hours at the TIA for a statement of such terms and provisions. This Note is one offices of the Notes referred to in the Indenture. The Notes include the Original Notes Trustee and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indentureeach Paying Agent. The Company shall only be entitled may from time to time, without the consent of the Holders of the Notes, create and issue Additional additional Notes having the same terms and conditions as the Notes in accordance with Section 4.14 all respects, except for issue date, issue price and the first payment of the IndentureInterest thereon. Additional Notes issued in this manner shall be issued consolidated with terms substantially identical to and shall form a single series with the Original previously outstanding Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability creation of Liens by the Company or its Subsidiaries and mergers, consolidations or business combinations involving the Company or its Subsidiaries. In addition, the Indenture requires the maintenance of the existence of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment includes reporting requirements applicable to the Notes; 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the IndentureCompany.
Appears in 1 contract
Sources: Indenture (BM&FBOVESPA S.A. - Securities, Commodities & Futures Exchange)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21February 23, 2004 2015 (the “Indenture”), among between the Company, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 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 Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes, any Additional Notes and any Additional Exchange Notes. The Original Initial Notes, any Additional Notes and any Additional Exchange Notes shall be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by Restricted Subsidiaries; distributions, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Dollar Tree Inc)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21March 15, 2004 2021 (the “Indenture”), among between the Company, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company shall only be entitled to issue If the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical will have a separate CUSIP number, which will not affect the Issuer’s right to the Original Notes, except for any variation in issuance date and, upon the issuance of elect to treat such Additional Notes as a single class together with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberthe Notes. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Domestic Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Indenture. The Company issued the Notes under an Indenture dated as of December 21March 19, 2004 2003 (the “"Indenture”), ") among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA such Act for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personterms. To guarantee the due and punctual payment extent any provision of this Note conflicts with the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms express provisions of the Notes and the Indenture, the Guarantors have jointly provisions of the Indenture shall govern and severallybe controlling. The Notes are secured obligations of the Company limited to $125.0 million in aggregate principal amount. The Notes and the Subsidiary Guarantees will be secured by first priority security interests (subject to Permitted Prior Liens) and subject to Lien sharing in favor of the holders of future Parity Lien Debt, fully in substantially all of the Company's and unconditionally guaranteed its Domestic Subsidiaries' property, plant and equipment, patents, trademarks and other intellectual property, customer and supplier contracts (which will not include accounts and related rights that are Credit Facility Collateral) and other general intangibles, intercompany notes and other instruments and obligations receivable, and certain other investment property, 100% of the Guaranteed outstanding voting stock of the Company's Domestic Subsidiaries, other than ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Holding Corp., CS Tech-Fab Holding, Inc., Hexcel Technologies, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Corporation, and, as described under Section 13.02, the outstanding voting stock of the Company's material first-tier Foreign Subsidiaries (but not more than 65% of the voting stock of such Foreign Subsidiaries) and intercompany notes outstanding from the Company's Foreign Subsidiaries. Collateral shall not include Credit Facility Collateral (which includes inventory, and accounts receivable) and other Excluded Assets. The Notes, the Subsidiary Guarantees and future Parity Lien Debt will also be secured by first priority security interests, subject to Lien sharing provisions in favor of the holders of Obligations on under a subordinated basis pursuant Qualified Credit Facility, upon Equity Interests issued and intercompany notes owing by Foreign Subsidiaries to the terms of extent the Indenturesame secures such Qualified Credit Facility.
Appears in 1 contract
Sources: Indenture (Hexcel Corp /De/)
Indenture. The Company issued the U.S. Notes under an Indenture dated as of December 21October 21 , 2004 2003 (the “"Indenture”"), among the CompanyIssuers, the Guarantors Guarantors, the Trustee and the TrusteeCollateral Agent. This U.S. Note is one of a duly authorized issue of Initial U.S. Notes of the Company designated as its 13% Senior Secured Notes due 2007 (the "Initial U.S. Notes"). The U.S. Notes include the Initial U.S. Notes and the Exchange U.S. Notes issued in exchange for the Initial U.S. Notes pursuant to the Registration Rights Agreement. The Initial U.S. Notes, the Exchange U.S. Notes, the Initial Dutch Notes and the Exchange Dutch Notes are treated as a single class of securities under the Indenture. The terms of the U.S. Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect and amended, 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 U.S. Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this U.S. Note and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall will be due and payable, whether at maturity, governed by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10% Senior Notes due 2007, Series B (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in this Indenture referred to below) in aggregate principal amount to $225,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December 21October 17, 2004 1997, by and between the Company and The Chase Manhattan Bank, 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, the Guarantors Trustee, and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbSection Section 77aaa-77bbb) (the "TIA"), 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 this Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part obligation of the same series issued Company, which is absolute and will vote together on all matters subject unconditional, to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Sources: Indenture (RCN Corp /De/)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21November , 2004 2005 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the CompanyIssuers, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of in the Indenture, and Holders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. This To the extent any provision of this Note is one conflicts with the express provisions of the Notes referred to in Indenture, the Indentureprovisions of the Indenture shall govern and be controlling. The Notes include are general unsecured senior obligations of the Original Notes and any Additional NotesIssuers. The Original aggregate principal amount of Notes that may be authenticated and any Additional Notes shall be part delivered under the Indenture is limited to an aggregate principal amount at maturity of the same series issued and will vote together on all matters $350,000,000, subject to the conditions set forth in the Indenture. The Company shall only be entitled Issuers' ability to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations limitations, among other things, on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, to make Investments; incur additional Indebtedness and or 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 Notescreate certain Liens; make certain other Restricted Payments, including Investmentssell assets; enter into consensual restrictions on agreements that restrict dividends or other payments from the payment of certain dividends and distributions by Restricted Subsidiaries; enter into consolidate, merge or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of the assets of the Issuers and their property Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or assets in one make other distributions on Capital Stock or more related transactions to any Personsubordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. To guarantee the due and punctual payment of the principal of, interest and interest on premium and Special Interest, if any, on, the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis such obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Tronox Inc)
Indenture. The Company issued the Notes under an Indenture dated as of December 21May 24, 2004 2023 (the “Indenture”), among the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP and/or ISIN number, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions its property. Certain of these limitations will cease to any Personapply from and after the occurrence of a Fall-Away Event. To guarantee Until the due and punctual payment occurrence of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenturea Fall-Away Event, the Guarantors have jointly (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and severally, fully and unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO, Inc.)
Indenture. The This Note is one of the duly authorized issue of 13 3/8% Senior Subordinated Notes Due 2009 of the Company (herein called the "Notes"), issued the Notes under an Indenture indenture, dated as of December 21November 19, 2004 1999 (as amended, supplemented or otherwise modified from time to time, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among between North American Van Lines, Inc., the Guarantors party thereto, and State Street Bank and Trust Company as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any other obligor upon this Note, the Guarantors Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended, as in effect on the date of the Indenture from time to time (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. Additional Notes may be issued under the Indenture which may vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. All terms and provisionsused in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note is one entitled to the benefits of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part certain senior subordinated Note Guarantees of the same series issued Note Guarantors and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only may hereafter be entitled to issue Additional Notes in accordance with Section 4.14 certain other senior subordinated Note Guarantees made for the benefit of the IndentureHolders. Additional Notes shall be issued with terms substantially identical Reference is made to the Original Notes, except for any variation in issuance date and, upon the issuance Article Thirteen of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and to any Note Guarantees for terms relating to such Note Guarantees, including the Notes when release, termination and as discharge thereof. Neither the same Company nor any Note Guarantor shall be due and payablerequired to make any notation on this Note to reflect any Note Guarantee or any such release, whether at maturity, by acceleration termination or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturedischarge.
Appears in 1 contract
Indenture. The Company originally issued the Notes under an Indenture Indenture, dated as of December 21August 14, 2004 2020 (as it may be amended. or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors Subsidiary Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. This Note is one provisions of the Notes referred Indenture, as amended or supplemented from time to in the Indenturetime. The Notes include are senior secured obligations of the Original Notes and any Additional NotesCompany. The Original Notes and any Additional All Notes shall be part treated as a single class of securities under the Indenture, except as to the redemption and liquidation priorities of the same series issued and will vote together on all matters subject to Tranche B Notes under the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 terms of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the Company and the Subsidiary Guarantors and affiliates, including, without limitation, limitations on the ability to incur Liens and enter into Sale and Leaseback Transactions, the incurrence of indebtedness and the issuance of stock, the payment of dividends, the sale of assets and the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Subsidiary Guarantors to consolidate or merge with or into sell or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personthe Company’s and the Subsidiary Guarantors’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, Baluma S.A., Enjoy Gestión Limitada, Inversiones Enjoy SpA, Inversiones Inmobiliarias Enjoy SpA, Enjoy Consultora S.A., Inversiones Andes Entretención Limitada, Inmobiliaria Proyecto Integral Coquimbo SpA, Operaciones Integrales Coquimbo Limitada, Inmobiliaria Kuden SpA, ▇▇▇▇▇▇ del Norte S.A., Enjoy Caribe SpA, Inmobiliaria Proyecto, Integral ▇▇▇▇▇▇ SpA, Slots S.A., Masterline S.A., Kuden S.A., Operaciones Turísticas S.A., Operaciones Integrales Isla Grande S.A., Rantrur S.A., Casino de Iquique S.A., Casino de la Bahía S.A., Casino del Mar S.A., Casino del Lago S.A., Casino de Puerto ▇▇▇▇▇ ▇.▇., Yojne S.A. and each other Person who executes a supplemental indenture and a Subsidiary Guarantee in accordance with the Guarantors Indenture (collectively, the “Subsidiary Guarantors”) have (or, with respect to any future Subsidiary Guarantee, shall) unconditionally guaranteed, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis such obligations pursuant to the terms of the Indenture. Each Subsidiary Guarantee shall be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be limited to the to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, not render the Guaranteed Obligations subject to avoidance under applicable fraudulent conveyance provisions of applicable law.
Appears in 1 contract
Sources: Indenture (Yojne S.A.)
Indenture. The This Note is one of a duly authorized issue of debt securities of the Company designated as its "10 1/2% Senior Subordinated Notes due 2004 [Series A] [Series B]"6 (herein called the "Notes") limited in aggregate principal amount to $100,000,000, issued the Notes under an Indenture indenture dated as of December 21July 15, 2004 1997 (as amended or supplemented from time to time, the "Indenture") between the Company, as Issuer, Ameristar Casino Council Bluffs, Inc., an Iowa corporation, Ameristar Casino Las Vegas, Inc., a Nevada corporation, Ameristar Casino Vicksburg, Inc., a Mississippi corporation, A.C. Food Services, Inc., a Nevada corporation and AC Hotel Corp., a Mississippi corporation, as Guarantors (together with certain other current and future subsidiaries of the Company that may become guarantors, collectively, the "Guarantors") and First Trust National Association, as trustee (the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors Guarantors, the Trustee and each Holder and of the Trusteeterms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of the Notes include those stated in the Indenture contained herein does not purport to be complete and those made part of the Indenture is qualified by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Indenture. All terms used in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and this Note which are not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries torestricts, among other things, the Company's ability to incur Indebtedness and issue Disqualified Stock and Preferred Stock; additional indebtedness, incur liens, pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; or make certain other Restricted Paymentsrestricted payments, including Investments; sell assets, apply net proceeds from certain asset sales, enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create affiliates, merge or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person person, sell stock of Subsidiaries or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or the assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal Company. The Indenture also imposes similar restrictions on Restricted Subsidiaries, but permits, under certain circumstances, Subsidiaries to be deemed Unrestricted Subsidiaries and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall thus not be due and payable, whether at maturity, by acceleration or otherwise, according subject to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms restrictions of the Indenture.
Appears in 1 contract
Sources: Indenture (Ameristar Casinos Inc)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21March 22, 2004 2013 (the “Indenture”), among the CompanyIssuers, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company MHGE Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , issue or sell shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture dated as of December 21June 9, 2004 2015 (the “Indenture”), among the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Dollar Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Dollar Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Dollar Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Dollar Notes referred to in the Indenture. Indenture.]3 The Dollar Notes include the Original Initial Dollar Notes and any Additional Dollar Notes. The Original Initial Dollar Notes and any Additional Dollar Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Dollar Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Dollar Notes for U.S. federal income tax purposes, the Additional Dollar Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21March 10, 2004 (the “Indenture”), 2015 among the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisionsterms. This To the extent any provision of this Note is one conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [—]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes referred to of this series are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toTrustee may require a Holder, among other things, incur Indebtedness to furnish appropriate endorsements and issue Disqualified Stock transfer documents and Preferred Stock; the Company may require a Holder to pay dividends onany taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, and redeemexcept the unredeemed portion of any such Note being redeemed in part, capital stock and or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Indebtedness that is subordinate in right of payment to the Notes; make certain such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, including Investments; enter into consensual restrictions on date determined for the payment of certain dividends interest), and distributions by Restricted Subsidiaries; enter into ending on such mailing date or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellInterest Payment Date, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturecase may be.
Appears in 1 contract
Indenture. This Note is one of a duly authorized issue of Notes of the Issuer designated as the 11 1/2% Senior Notes due 2009, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $210,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December 21May 18, 2004 1999, by and among the Issuer and Chase Manhattan Trust Company, National Association, 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 Companyrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, the Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below),issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Notes and the Exchange Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbSection 77aaa-77bbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part obligation of the same series issued Issuer, which is absolute and will vote together on all matters subject unconditional, to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Indenture. The Company issued Collateral is held by the Notes under an Indenture dated Mortgagee as of December 21security, 2004 (in part, for the “Indenture”), among the Company, the Guarantors and the TrusteeEquipment Notes. The terms provisions of the Notes include those stated in the Indenture and those made part of the Indenture by reference this Equipment Note are subject to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on and the date of the Indenture (the “TIA”)Related Indentures. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred Reference is hereby made to the Trust Indenture and the TIA Related Indentures for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each of the Related Indentures) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of such the terms and provisionsconditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is one subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Notes referred to Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 5.02 of the Trust Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters This Equipment Note is subject to the conditions certain restrictions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 Sections 4.1(a)(i) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Trust Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. Additional Notes shall be issued with terms substantially identical [The indebtedness evidenced by this Equipment Note is, to the Original Notesextent and in the manner provided in the Trust Indenture, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (subordinate and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes and Related Series A Equipment Notes]8 [Series A Equipment Notes; make , Series B Equipment Notes, Related Series A Equipment Notes and Related Series B Equipment Notes]9, and certain other Restricted PaymentsSecured Obligations, 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; and make Asset Salesthis Equipment Note is issued subject to such provisions. The Indenture also imposes limitations Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the ability of subordination as provided in the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Trust Indenture and (c) appoints the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.Mortgagee his attorney-in-fact for such purpose.]10 __________________
Appears in 1 contract
Sources: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21[—], 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture [and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)]. Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. This Note is one provisions of the Notes referred Indenture, as amended from time to in the Indenturetime. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part are general senior unsecured obligations of the same series issued Company and will vote together on all matters subject have the benefit of an irrevocable and unconditional guarantee of the Guarantor. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Add On Notes. All Notes of this series will be treated as a single class of securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance Indenture contains certain covenants with Section 4.14 respect to, among other things, (i) the requirement of the Indenture. Additional Company and the Guarantor to offer to repurchase the Notes shall be issued with terms substantially identical upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount create Liens to secure Relevant Indebtedness and (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain iii) limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Guarantor to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, lease or convey or otherwise dispose of all or substantially all of their property the Company’s or the Guarantor’s respective assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureunless certain conditions are satisfied.
Appears in 1 contract
Sources: Indenture (Pearson PLC)
Indenture. The This Note is one of a duly authorized issue of debt securities of the Company (as defined below) designated as its "10 3/4% Senior Notes Due 2006" (herein called the "Notes") limited in aggregate principal amount to $115,000,000, issued the Notes under an Indenture indenture dated as of December 21June 9, 2004 1998 (as amended or supplemented from time to time, the “"Indenture”), ") among the Company, the Guarantors as issuer, and the guarantors listed on Annex A hereto (collectively, the "Guarantors"), and State Street Bank and Trust Company, as trustee (the "Trustee," which term includes any successor trustee under 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 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”U.S. Code ss.s▇. ▇▇aaa-77bbbb). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA such Act for a statement of such terms the respective rights, limitations of rights, duties and provisions. This Note is one immunities thereunder of the Company, the Guarantors, the Trustee and each Holder and of the terms upon which the Notes referred are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries torestricts, among other things, the Company's ability to incur Indebtedness and issue Disqualified Stock and Preferred Stock; additional indebtedness, pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; or make certain other Restricted Paymentsrestricted payments, including Investments; enter into consensual restrictions on the payment incur liens to secure pari passu or subordinated indebtedness, sell stock of certain dividends and distributions by Restricted Subsidiaries; enter into , apply net proceeds from certain asset sales, merge or permit certain transactions consolidate with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or person, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or the assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by Company or enter into certain transactions with affiliates. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Company under the Indenture to be deemed Unrestricted Subsidiaries and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according thus not subject to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms restrictions of the Indenture.
Appears in 1 contract
Sources: Indenture (Fresh Foods Inc)
Indenture. The Company issued the 2025 Notes under an Indenture dated as of December 21May 7, 2004 2020 (the “Indenture”), among the Company, the Guarantors Guarantors, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) U.S. Bank National Association, as in effect on the date of the Indenture notes collateral agent (the “TIANotes Collateral Agent”). Terms Capitalized terms used herein are used as defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The 2025 Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the 2025 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2025 Notes are senior secured obligations of the Company. [This 2025 Note is one of the Initial Notes referred to in the Indenture. Indenture and is referred to herein as the “Initial 2025 Notes.”]3 The 2025 Notes comprise a series of Notes issued under the Indenture and include the Original Initial Notes of such series [(the “Initial 2025 Notes”)] and any Additional Notes of such series. In addition to the 2025 Notes. , the 2023 Notes and the 2027 Notes are additional series of notes issued under the Indenture, and the 2025 Notes, together with the 2023 Notes and the 2027 Notes, are herein collectively referred to as “the Notes.” The Original Initial 2025 Notes and any Additional Notes shall of such series may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance of such series are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gap Inc)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21August 30, 2004 2013 (the “Indenture”), among the CompanyIssuer, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, on a subordinated senior secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Notes under an Indenture dated as of December November 21, 2004 2014 (the “Indenture”), among the Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MULTI COLOR Corp)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21September 26, 2004 2019 (the “Indenture”), among the CompanyIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. Federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21April 25, 2004 2018 (the “Indenture”), among between the Company, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company shall only be entitled to issue If the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical will have a separate CUSIP number, which will not affect the Issuer’s right to the Original Notes, except for any variation in issuance date and, upon the issuance of elect to treat such Additional Notes as a single class together with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberthe Notes. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee From and after the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the IndentureEscrow Release Date, the Guarantors have jointly (including each direct and severally, fully and unconditionally guaranteed indirect Domestic Subsidiary of the Issuer that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Indenture. The Company issued the Notes under an Indenture dated as of December 21September 26, 2004 2017 (the “Indenture”), among the Company, the Guarantors Trustee and the TrusteeGuarantors party thereto. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee From and after the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the IndentureIssue Date, the Guarantors have jointly (including each Restricted Subsidiary of the Company that is not a Foreign Subsidiary and severally, fully and unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Wabash National Corp /De)
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21April 24, 2004 2012 (the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a subordinated senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Company originally issued the Notes under an Indenture Indenture, dated as of December 21August 14, 2004 2020 (as it may be amended. or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors Subsidiary Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. This Note is one provisions of the Notes referred Indenture, as amended or supplemented from time to in the Indenturetime. The Notes include are senior secured obligations of the Original Notes and any Additional NotesCompany. The Original Notes and any Additional All Notes shall be part treated as a single class of securities under the Indenture, except as to the redemption and liquidation priorities of the same series issued and will vote together on all matters subject to Tranche A Notes under the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 terms of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the Company and the Subsidiary Guarantors and affiliates, including, without limitation, limitations on the ability to incur Liens and enter into Sale and Leaseback Transactions, the incurrence of indebtedness and the issuance of stock, the payment of dividends, the sale of assets and the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Subsidiary Guarantors to consolidate or merge with or into sell or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personthe Company’s and the Subsidiary Guarantors’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, Baluma S.A., Enjoy Gestión Limitada, Inversiones Enjoy SpA, Inversiones Inmobiliarias Enjoy SpA, Enjoy Consultora S.A., Inversiones Andes Entretención Limitada, Inmobiliaria Proyecto Integral Coquimbo SpA, Operaciones Integrales Coquimbo Limitada, Inmobiliaria Kuden SpA, ▇▇▇▇▇▇ del Norte S.A., Enjoy Caribe SpA, Inmobiliaria Proyecto, Integral ▇▇▇▇▇▇ SpA, Slots S.A., Masterline S.A., Kuden S.A., Operaciones Turísticas S.A., Operaciones Integrales Isla Grande S.A., Rantrur S.A., Casino de Iquique S.A., Casino de la Bahía S.A., Casino del Mar S.A., Casino del Lago S.A., Casino de Puerto ▇▇▇▇▇ ▇.▇., Yojne S.A. and each other Person who executes a supplemental indenture and a Subsidiary Guarantee in accordance with the Guarantors Indenture (collectively, the “Subsidiary Guarantors”) have (or, with respect to any future Subsidiary Guarantee, shall) unconditionally guaranteed, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis such obligations pursuant to the terms of the Indenture. Each Subsidiary Guarantee shall be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be limited to the to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, not render the Guaranteed Obligations subject to avoidance under applicable fraudulent conveyance provisions of applicable law.
Appears in 1 contract
Sources: Indenture (Yojne S.A.)
Indenture. The Company issued the Notes under an Indenture dated as of December 21October 6, 2004 2021 (the “Indenture”), among the Company, the Guarantors Trustee and the TrusteeGuarantors party thereto. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP number and/or ISIN, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee From and after the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the IndentureIssue Date, the Guarantors have jointly (including each Restricted Subsidiary of the Company that is not a Foreign Subsidiary and severally, fully and unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (WABASH NATIONAL Corp)
Indenture. (iv) immediately resign as the Note Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by the Note Paying Agent at the time of its appointment; and
(v) subject to the provisions of the Sale and Servicing Agreement, comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Company issued Issuer, may at any time, for the Notes under purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct the Note Paying Agent to pay to the Trustee all sums held in trust by the Note Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by the Note Paying Agent; and upon such a payment by the Note Paying Agent to the Trustee, the Note Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee or the Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request, with the prior written consent of the Controlling Party, and the Holder of such Note shall thereafter, as an Indenture dated as unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of December 21, 2004 (the “Indenture”amounts so paid to the Issuer), among the Company, the Guarantors and the Trustee. The terms all liability of the Notes include those stated Trustee or the Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that if such money or any portion thereof had been previously deposited by the Insurer or the Trust Collateral Agent with the Trustee for the payment of principal or interest on the Notes, to the extent any amounts are owing to the Insurer, such amounts shall be paid promptly to the Insurer upon receipt of a written request from the Insurer to such effect; and provided, further, that the Trustee or the Note Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in a newspaper published in the Indenture English language, customarily published on each Business Day and those made part of the Indenture by reference to the Trust Indenture Act general circulation in The City of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the IndentureIssuer. The Notes are subject to all terms Trustee shall also adopt and provisions employ, at the expense of the IndentureIssuer, and Holders are referred to the Indenture and the TIA for a statement any other reasonable means of notification of such terms repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and provisions. This Note payable but not claimed is one determinable from the records of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part Trustee or of the same series issued and will vote together on all matters subject to Note Paying Agent, at the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 last address of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except record for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereaftereach such Holder), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TFC Enterprises Inc)
Indenture. The Company issued the Notes under an Indenture dated as of December 21July 5, 2004 2017 (the “Indenture”), among between the Company, the Guarantors Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) ), as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. This Note is one The Notes are senior unsecured obligations of the Company. The Company shall be entitled to issue Additional Notes referred pursuant to in Section 2.14 of the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes (as defined in the Indenture) and any Additional Notes shall be part of the same series issued and will vote together on treated as a single class for all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 purposes of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness create or Incur Liens and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset SalesSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and severally unconditionally guaranteed the Guaranteed Obligations on a subordinated senior basis pursuant to the terms of the Indenture. To the extent any provision of this Note conflicts with the express provision of the Indenture, the provisions of the Indenture shall govern and be controlling.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21July 1, 2004 2008 (the “Indenture”), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have have, jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated senior unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. (a) The Company Issuer issued the Notes under an Indenture indenture dated as of December 21May 20, 2004 2021 (the “Indenture”), among the Companyamong, inter alios, the Guarantors Issuer, GLAS Trustees Limited as the Trustee and GLAS Trust Corporation Limited as the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the IndentureSecurity Agent. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms terms. Terms defined in the Indenture and provisions. This Note is one of not defined herein shall have the Notes referred meanings ascribed to thereto in the Indenture. The Notes include To the Original Notes and extent any Additional Notes. The Original Notes and any Additional Notes shall be part provision of this Note conflicts with the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 express provisions of the Indenture. Additional Notes shall be issued with terms substantially identical to , the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability provisions of the Company Indenture shall govern and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. be controlling.
(b) To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the any future Guarantors have will jointly and severally, fully severally unconditionally guarantee the obligations of the Issuer under the Notes and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis Indenture pursuant to the terms of the Indenture. Any future Note Guarantees will be subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. Reference is made to the Indenture for the terms of any such future Note Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any future Guarantor shall be required to make any notation on this Note to reflect any future Note Guarantee or any such release, termination or discharge.
Appears in 1 contract
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21May 1, 2004 2014 (the “Indenture”), among the CompanyIssuers, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on 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; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, which such Guarantees shall be on a subordinated senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Athlon Energy Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of December 21, 2004 [ ] (the “Indenture”), among the CompanyIssuer, the Guarantors Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar, Transfer Agent and the TrusteeConversion Agent, Deutsche Bank AG, London Branch as Polish Security Agent and TMF Trustee Limited as Security Agent. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Convertible Junior Secured Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture due 2018 (the “TIANotes”). Terms defined in the Indenture and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such them. The Notes are senior obligations of the Issuer. The Notes are not limited in aggregate principal amount and Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed $200 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture and the Security Documents, as the same may be amended from time to time. This Note is one In the event of any inconsistency between the terms of the Notes referred to in and the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 terms of the Indenture. Additional Notes shall be issued with , the terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Indenture shall control and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Persongovern. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and each Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a subordinated senior basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (CEDC Finance Corp LLC)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21November 17, 2004 2020 (the “Indenture”), among the CompanyIssuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. Federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Interface Inc)
Indenture. The Company issued the Notes under an Indenture dated as of December 21, 2004 (the “"Indenture”"), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of December 21June 5, 2004 2013 (the “Indenture”), among the CompanyIssuer, the Guarantors Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar and the TrusteeTransfer Agent, Deutsche Bank AG, London Branch as Polish Security Agent, and TMF Trustee Limited as Security Agent. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture due 2018 (the “TIANotes”). Terms defined in the Indenture and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such them. The Notes are senior obligations of the Issuer. The Notes are not limited in aggregate principal amount and Additional Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Notes that will be issued on the Issue Date will not exceed $465 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture and the Security Documents, as the same may be amended from time to time. This Note is one In the event of any inconsistency between the terms of the Notes referred to in and the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 terms of the Indenture. Additional Notes shall be issued with , the terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Indenture shall control and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Persongovern. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and each Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a subordinated senior basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuers issued the Notes under an Indenture Indenture, dated as of December 213, 2004 2025 (the “Indenture”), by and among the CompanyIssuers, the Guarantors Guarantors, the Trustee and the TrusteeNotes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are the unsubordinated obligations of the Issuers and Guarantors, secured by Liens on the Collateral, in each case to the extent set forth in the Indenture and the Collateral Documents. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by Restricted Subsidiaries; distributions, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Genmab a/S)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21February 11, 2004 2025 (the “Indenture”), among the Company, the Guarantors Issuer and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are secured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP and/or ISIN number, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Salesif applicable. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions its property. Certain of these limitations will cease to any Personapply during a Suspension Period. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Outbrain Inc.)
Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of December 21September 28, 2004 2023 (the “Indenture”), among the CompanyIssuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors (the “Guarantors”), and UMB Bank, National Association, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors “Agents” and the Trusteeeach individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Issuer, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such terms the Trustee and provisionseach Paying Agent. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Issuer. In addition, the Indenture requires the maintenance of the existence of each Guarantor and their respective Subsidiaries, subject to certain exceptions, the payment of certain taxes and claims and reporting requirements applicable to the Issuer. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company securities under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Azul Sa)
Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8 1/8% Senior Notes due 2004, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $125,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of December May 21, 2004 (the “Indenture”)1997, by and among the Company, each of the Guarantors named in the Indenture (the "Guarantors") and The First National Bank of Chicago, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), 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, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. This no provisions of this Note is one or of the Notes referred to in Indenture shall alter or impair the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability obligation of the Company or any Guarantor, which is absolute and its Restricted Subsidiaries tounconditional, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; to pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 1 contract
Indenture. The This Note is one of a duly authorized issue of Notes of the Company issued the Notes and issuable in one or more series under an Indenture (the “Base Indenture”), dated as of December 21June 13, 2004 2003, between Omnicare, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association (as successor trustee to SunTrust Bank), as trustee (the “Trustee,” which term includes any successor Trustee), as supplemented by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), dated as of April 3, 2012, among the Company, the Guarantors named therein and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, duties and limitations of rights and immunities thereunder of the Company, the Guarantors, the Trustees and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All Notes issued under the Indenture will be treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part sections of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined , expressly incorporated in the Indenture and not defined herein have the meanings ascribed thereto in the Eighth Supplemental Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. This To the extent any provision of this Note is one conflicts with the express provisions of the Notes referred to in Indenture, the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part provisions of the same series issued Indenture shall govern and will vote together on all matters subject be controlling to the conditions set forth in the Indentureextent of such conflict. The Company shall only be entitled will furnish to issue Additional Notes in accordance with Section 4.14 any Holder upon written request and without charge a copy of the Indenture. Additional Notes shall Requests may be issued with terms substantially identical to the Original Notesmade to: Omnicare, except for any variation in issuance date andInc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Secretary
Appears in 1 contract
Indenture. The Company Issuers issued the Notes under an Indenture dated as of December 21April 24, 2004 2012 (the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall be part are treated as a single class of the same series issued and will vote together on all matters subject to the conditions set forth in securities under the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , issue or sell shares of capital stock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a subordinated senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MBOW Four Star, L.L.C.)
Indenture. The Company Issuer issued the Notes PPNs under an Indenture dated as of December 21April 7, 2004 2021 (the “Indenture”), among between the Company, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes PPNs include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as 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 Notes PPNs are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the PPNs limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The PPNs are unsecured, unsubordinated (except as set forth in the Indenture with respect to the Series A Notes and the Series B Notes) and limited recourse obligations of the Issuer. This Note PPN is one of the Notes referred to in the Indenture. The Notes PPNs include the Original Notes and any Additional Notes. The Original Notes Initial PPNs (as defined in the Indenture) and any Additional Notes shall be part of this Series (the same series issued “Additional PPNs”). The Initial PPNs and will vote together on any Additional PPNs are treated as a single class of securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance PPNs are not fungible with Section 4.14 of the Indenture. Initial PPNs for U.S. Federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), PPNs will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureits property.
Appears in 1 contract
Sources: Indenture (Emergent Capital, Inc.)
Indenture. The Company This Note is one of a duly authorized issue of Notes of the Company, designated as its 7.000% Senior Notes Due 2025 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes Second Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indenture indenture, dated as of December 21May 12, 2004 2015 (herein called the “Original Indenture”), as supplemented by a second supplemental indenture, dated as of May 12, 2015 (the “Second Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference ’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date terms of the Indenture (the “TIASubsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”) and the other agents party thereto. Terms defined in Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are Each Note is subject to all terms and provisions of the Indentureto, and Holders are referred to the Indenture and the TIA for a statement of qualified by, all such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions as set forth in the Indenture. The Company shall only be entitled Indenture certain of which are summarized herein and each Holder of a Note is referred to issue Additional Notes in accordance with Section 4.14 the corresponding provisions of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except Indenture for any variation in issuance date and, upon the issuance a complete statement of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personsuch terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of summary provisions set forth in the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern.
Appears in 1 contract
Sources: Supplemental Indenture (Chemours Co)
Indenture. The Company issued the Notes under an Indenture Indenture, dated as of December 21[•], 2004 (the “Indenture”)20[•], among the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisionsterms. This To the extent any provision of this Note is one conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes referred to of this series are in registered form without coupons in denominations of $200,000 and any integral multiple of $1,000 in excess of $200,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toTrustee may require a Holder, among other things, incur Indebtedness to furnish appropriate endorsements and issue Disqualified Stock transfer documents and Preferred Stock; the Company may require a Holder to pay dividends onany taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, and redeemexcept the unredeemed portion of any such Note being redeemed in part, capital stock and or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Indebtedness that is subordinate in right of payment to the Notes; make certain such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, including Investments; enter into consensual restrictions on date determined for the payment of certain dividends interest), and distributions by Restricted Subsidiaries; enter into ending on such mailing date or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sellInterest Payment Date, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenturecase may be.
Appears in 1 contract
Sources: Senior Indenture (Aptiv Corp)
Indenture. The Company issued the Notes under an Indenture dated as of December 21September 16, 2004 2014 (the “Indenture”), among the Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Enpro Industries, Inc)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21July 1, 2004 2008 (the “Indenture”), among the CompanyIssuer, the Guarantors Holdings, Intelsat Bermuda and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Exchange Notes and any Additional issued in exchange for Initial Notes shall be part of the same series issued and will vote together on all matters subject pursuant to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Initial Notes in accordance with Section 4.14 and any Exchange Notes are treated as a single class of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions on 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; Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indentureits property.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company issued the Notes under an Indenture dated as of December 2113, 2004 2023 (the “Indenture”), among the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used 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, unless otherwise indicated. The Notes are subject to all terms 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 such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Notes referred to in the Indenture. Indenture.]3 The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Company’s election, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture. The Company shall only be entitled , including, without limitation, waivers, amendments, redemptions and offers to issue purchase; provided that if the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, such Additional Notes shall be issued with terms substantially identical to the Original Noteswill have a separate CUSIP and/or ISIN number, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberif applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions its property. Certain of these limitations will cease to any Personapply from and after the occurrence of a Fall-Away Event. To guarantee Until the due and punctual payment occurrence of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenturea Fall-Away Event, the Guarantors have jointly (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and severally, fully and unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (XPO, Inc.)
Indenture. The Company Issuer issued the Notes under an Indenture dated as of December 21October 14, 2004 2021 (the “Indenture”), among between the Company, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as amended and as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Original Initial Notes and any Additional Notes. The Original Initial Notes and any Additional Notes shall may, at the Issuer’s option, be part treated as a single class of the same series issued and will vote together on securities for all matters subject to the conditions set forth in purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company shall only be entitled to issue If the Additional Notes in accordance are not fungible with Section 4.14 of the Indenture. Initial Notes for U.S. federal income tax purposes, the Additional Notes shall be issued with terms substantially identical will have a separate CUSIP number, which will not affect the Issuer’s right to the Original Notes, except for any variation in issuance date and, upon the issuance of elect to treat such Additional Notes as a single class together with original issue discount (and any issuance of Additional Notes thereafter), CUSIP numberthe Notes. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, including Investments; Incur Indebtedness, enter into consensual restrictions on upon the payment of certain dividends and distributions by such Restricted Subsidiaries; , enter into or permit certain transactions with Affiliates; , create or incur Liens; Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into or wind up into any other Person or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of their property or assets in one or more related transactions to any Personits property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Domestic Subsidiary of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Issuer that is required to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed guarantee the Guaranteed Obligations on a subordinated basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Indenture. The Company This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.875% Senior Notes Due 2023 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes First Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indenture indenture, dated as of December 21August 11, 2004 2015, (herein called the “Original Indenture”), as supplemented by a first supplemental indenture, dated as of August 11, 2015, (the “First Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), among VISTA OUTDOOR INC., a Delaware corporation (the “Company”), each of the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference ’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date terms of the Indenture (the “TIASubsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Terms defined in Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are Each Note is subject to all terms and provisions of the Indentureto, and Holders are referred to the Indenture and the TIA for a statement of qualified by, all such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions as set forth in the Indenture. The Company shall only be entitled Indenture certain of which are summarized herein and each Holder of a Note is referred to issue Additional Notes in accordance with Section 4.14 the corresponding provisions of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except Indenture for any variation in issuance date and, upon the issuance a complete statement of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain 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; and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Personsuch terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of summary provisions set forth in the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern.
Appears in 1 contract