Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Daramic, LLC), Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13October 14, 2004 2014 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding N.V.)
Indenture. The Company Issuer issued the Dollar Notes under an the Indenture dated as of May 13September 20, 2004 2019 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes issued pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliatesthan the Issuer), create or incur Liens and engage in other business activitiesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Indenture. The Company issued the Dollar Euro Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Dollar Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Euro 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 Dollar Euro Notes are senior subordinated unsecured obligations of the Company. This Dollar Euro Note is one of the Exchange Dollar Initial Euro Notes referred to in the Indenture. The Dollar Euro Notes include the Initial Dollar Euro Notes and any Exchange Dollar Euro Notes issued in exchange for Initial Dollar Euro Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Dollar Euro Notes and all other amounts payable by the Company under the Indenture and the Dollar Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Daramic, LLC), Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13March 26, 2004 2015 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding N.V.)
Indenture. The Company Issuer issued the Dollar Notes under an the Indenture dated as of May 13August 17, 2004 2020 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes issued pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliatesthan the Issuer), create or incur Liens and engage in other business activitiesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 3 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13September 6, 2004 2016 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Dollar Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. 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 “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including certain capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, jointly and severally, will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas, LP)
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 Dollar Notes under an Indenture indenture (herein called the "Indenture") dated as of May 13April 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 PP Acquisition Corporationto which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, the predecessor 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 Dollar 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 Dollar Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Dollar Notes are senior subordinated unsecured obligations no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company. This Dollar Note , which is one of the Exchange Dollar Notes referred absolute and unconditional, to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on this Note at the times, place, and rate, and in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar 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 Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.
Appears in 2 contracts
Sources: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Indenture. The Company Issuers issued the Dollar Notes under an Indenture dated as of May 13, 2004 [●] (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the CompanyIndenture, the Guarantors and the Trusteeunless otherwise indicated. The terms of the Dollar 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. §§ 4 To be the Issue Date. Table of Contents 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 Dollar Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. [This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. .] The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtedness, issue or sell or otherwise dispose certain Capital Stock of assets including capital stockHoldings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake 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 any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company Issuers 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, each the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Exchange Agreement (Talos Energy Inc.), Exchange Agreement (SAILFISH ENERGY HOLDINGS Corp)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13September 28, 2004 2005, as amended and supplemented by the First Supplemental Indenture dated December [ ], 2005 (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of between the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Dollar Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V., Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V. and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each of the Guarantors havefuture Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior 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 Subsidiary 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 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 Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 2 contracts
Sources: First Supplemental Indenture (Real Estate Projects of Culiacan Corp.), First Supplemental Indenture (Beta Northeastern Building Corp.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13October 29, 2004 (the “"Indenture”), ") among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Dresser-Rand Group Inc.), Indenture (Dresser-Rand Group Inc.)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13April 17, 2004 2013 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding N.V.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13January 23, 2004 2003 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Note Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar [Original] [Additional] [Private Exchange] Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Original Notes, the Additional Notes and any Exchange Dollar Notes and Private Exchange Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Original Notes, the Additional Notes, the Exchange Notes and any the Private Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens sell assets and engage in other business activitiesenter into new lines of business. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Note Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13April 16, 2004 2010 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Parent Guarantor and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are second-priority senior subordinated unsecured secured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes or any Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a second-priority senior subordinated 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 May 13March 4, 2004 2020 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13[ ], 2004 2008 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated 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 May 13August 27, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Trustee. The terms of the Dollar 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 and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by non-Guarantor Restricted Subsidiaries, issue or sell or otherwise dispose Capital Stock of assets including capital stockthe Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer sell or lease otherwise dispose of all or substantially all of its propertyproperties or assets. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Guarantors haveParent Guarantor and the Subsidiary Guarantors, if any, shall, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations of the Company under the Notes on a senior subordinated secured (or, in the case of the Parent Guarantor, unsecured) 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 May 1325, 2004 2012 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Note Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 May 13January 23, 2004 2003 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Note Guarantors (as defined in the Indenture) and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar [Exchange] [Additional] Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Original Notes, the Additional Notes and any Exchange Dollar Notes and Private Exchange Notes issued in exchange for the Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Original Notes, the Additional Notes, the Exchange Notes and any the Private Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens sell assets and engage in other business activitiesenter into new lines of business. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior basis subordinated 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 May 13August 17, 2004 2021 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13November 7, 2004 2019 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13April 12, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of April 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA 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. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar The Note is one of the Exchange Dollar Notes referred to in the Supplemental Indenture. The Dollar Notes of this series include the Initial Dollar Notes of this series issued on the Issue Date and any Exchange Dollar Additional Notes of this series issued in exchange for Initial Dollar Notes pursuant to accordance with Section 2.14 of the Base Indenture. The Initial Dollar Notes of this series and any Exchange Dollar Additional Notes together with the Initial Euro Notes and any Exchange Euro Notes of this series are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockto create liens, enter into or permit certain sale and leaseback transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into mergers and consolidations. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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 are guaranteed to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of extent provided in the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Reliance Steel & Aluminum Co)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13April 16, 2004 2013 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, create or incur Indebtedness, sell or otherwise dispose of assets including capital stockLiens, enter into or permit certain transactions with AffiliatesSale/Leaseback Transactions and, create or incur Liens and engage in other business activitiesunder certain circumstances, make certain Restricted Payments. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13November 20, 2004 2002 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”")), among PP Acquisition Corporation, the predecessor of between the Company, the Note Guarantors and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Dollar Notes are senior subordinated general unsecured obligations of the CompanyCompany limited to $325,000,000 aggregate principal amount, of which $175,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Dollar Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Dollar Holders, the Company may issue Additional Notes referred of up to in the Indenturean additional $150,000,000 aggregate principal amount of 11% Senior Subordinated Notes Due 2012. The Dollar All Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors haveConstar, Inc., BFF Inc., DT, Inc., Constar Plastics, LLC and Constar Foreign Holdings, Inc. have unconditionally guaranteed (and certain future Domestic Restricted Subsidiaries will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior 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 or fraudulent transfer under federal or state law.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13June 30, 2004 2025 (the “Indenture”), among PP Acquisition Corporation, the predecessor of Company the Trustee and U.S. Bank Trust Company, National Association, 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 Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar [Initial][PIK] Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndenturePIK Notes. The Initial Dollar Notes and any Exchange Dollar PIK Notes together with will, at the Initial Euro Notes and any Exchange Euro Notes are Company’s option, be 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 IndenturePIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its Restricted the Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockdistributions by such Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Restricted Subsidiary of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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 that is required to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior 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 (Stem, Inc.)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 1312, 2004 2011 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated 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 May 13March 16, 2004 2005 (the “"Indenture”"), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (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 Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Additional Notes, the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureNotes. The Initial Dollar Notes, the Exchange Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the issuance of debt and redeemable stock by the Company; the issuance of debt and preferred stock by the Subsidiaries of the Company; the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations by the Company and its Subsidiaries; the incurrence by the Company and its Subsidiaries of Liens on its property and assets; the sale or transfer of assets and Subsidiary stock by the Company and its Subsidiaries; and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturefrom Subsidiaries.
Appears in 1 contract
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13February 15, 2004 2013 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Parent Guarantor and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes or any Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13September 30, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May August 13, 2004 2015 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13[ ], 2004 2016 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one Company and have the benefit of a second-priority Lien in the Collateral, and consist of the Exchange Dollar 11.875% Senior Secured Second Lien Notes referred to due 2020 issued on the Issue Date (including any increase in the Indenture. The Dollar principal amount of the Notes include the Initial Dollar Notes as a result of payment of PIK Interest) and any Exchange Dollar PIK Notes that may be issued in exchange for Initial Dollar Notes pursuant to after the IndentureIssue Date. The Initial Dollar Notes (including any increase in the principal amount of the Notes as a result of the payment of PIK Interest) and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are PIK Notes, if any, shall be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its Restricted Subsidiaries to, among other things, Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessenter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings, the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofprincipal, premium, if any, or interest and interest, on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, irrevocably and unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents, such security interest to be second in priority to security interests granted for the benefit of holders of First Lien Obligations. The Trustee and the Collateral Agent, as the case may be, hold the Collateral as agent for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents, the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms, and the Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.
Appears in 1 contract
Sources: Indenture (Worldwide Recruiting & Staffing Services LLC)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13April 29, 2004 2010, (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured secured second lien obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indentureor Additional Notes. The Initial Dollar Notes and any Notes, Additional Notes, Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated secured second lien basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13March 16, 2004 2005 (the “"Indenture”"), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (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 Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Dollar Notes are senior subordinated general unsecured obligations of the Company. [This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. .] The Dollar Notes include the Initial Dollar Notes, any Additional Notes that may be issued under the Indenture and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to Notes]. [This Note is one of the IndentureAdditional Notes. The Notes include such Additional Notes, the Initial Dollar Notes and any Exchange Dollar Notes together with issued in exchange for Initial Notes.] The Initial Notes, the Initial Euro Exchange Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the issuance of debt and redeemable stock by the Company; the issuance of debt and preferred stock by the Subsidiaries of the Company; the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations by the Company and its Subsidiaries; the incurrence by the Company and its Subsidiaries of Liens on its property and assets; the sale or transfer of assets and Subsidiary stock by the Company and its Subsidiaries; and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturefrom Subsidiaries.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13October 9, 2004 2012, (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indentureor Additional Notes. The Initial Dollar Notes and any Notes, Additional Notes, Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as This Note is one of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor a duly authorized issue of Securities of the Company, designated as its 5.00% Senior Notes Due 2010 (herein called the Guarantors and the Trustee. The terms "NOTES," which expression includes any further notes issued pursuant to Section 1.04(b) of the Dollar Notes include those stated in Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). Reference is hereby made to the Indenture and those made part all indentures supplemental thereto relevant to the Notes for a complete description of the Indenture by reference to the Trust Indenture Act rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, obligations, duties and immunities thereunder of the Indenture (Trustee, the “TIA”)Company and the Holders of the Notes. Terms Capitalized terms used but not defined in the Indenture and not defined herein this Note shall have the meanings ascribed thereto to them in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, to create or incur Liens and engage in other business activitiessecuring Debt upon, or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge or consolidate or merge with or into any other Person person or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its propertyassets substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal of, if any, or interest on summary provisions set forth in respect of the Dollar Notes and all other amounts payable by the Company 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, each the provisions of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureIndenture shall govern.
Appears in 1 contract
Sources: First Supplemental Indenture (Nuveen Investments Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 1331, 2004 2016 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Dollar 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”)Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13March 27, 2004 2015 (the “Indenture”), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or Incur Liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 1314, 2004 2021 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13March 5, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Note Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture Act and the TIA for a statement of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date those terms. Each Holder by accepting a Note, agrees to be bound by all of the Indenture (terms and provisions of the “TIA”)Indenture, as amended or supplemented from time to time. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one of Subject to the Exchange Dollar Notes referred to conditions set forth in the Indenture, the Company may issue Additional Notes and/or Exchange Notes. The Dollar All Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single one class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, : incur Indebtedness, sell or otherwise dispose of assets including capital stock, Liens; enter into Sale and Leaseback Transactions; or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Company’s assets. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors haveSEECO, Inc., Southwestern Energy Production Company and Southwestern Energy Services Company have unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior 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 the other Note Guarantors in respect of the obligations of each of the other Note Guarantors under their respective Note Guarantees or pursuant to their respective contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 1 contract
Sources: Indenture (Southwestern Energy Co)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13July 22, 2004 (the “Indenture”)2025, among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsubordinated unsecured obligations of the Company. This Dollar Note is one Company limited initially to $1,200,000,000 aggregate principal amount, which amount may be increased at the option of the Exchange Dollar Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments incur Liens securing Debt and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Sale and engage in other business activitiesLeaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofprincipal, premium, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Aecom)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13October 20, 2004 2009 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an Indenture dated as of May 13January 15, 2004 2015 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Dollar 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”)Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Indenture. The Company Issuers have issued the Dollar Notes under an Indenture dated as of May 13January 29, 2004 2010 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita- a In the case of the Initial Notes. tions on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company Issuers 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The This Note is one of the Increasing Rate Notes issued by the Company issued the Dollar Notes under an Indenture dated as of May 13__________, 2004 ____ (the “"Indenture”"), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar Notes this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA 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. The Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, investments, the payment of dividends and other distributions and acquisitions or retirements of the Capital Stock of the Company and its Restricted Subsidiaries toSubsidiaries, among other thingscertain repayments, make certain Investments and other Restricted Paymentspurchases or redemptions of Subordinated Obligations, pay dividends and other distributions, incur Indebtedness, sell the sale or otherwise dispose transfer of assets including capital and Subsidiary stock, enter transactions with Affiliates and the ability of the Company to merge with or into or permit certain transactions with Affiliatessell all or substantially all of its assets to another entity. In addition, create or incur Liens and engage in other business activities. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor the Restricted Subsidiaries to consolidate or merge with or into any other Person or conveyrestrict distributions and dividends from Restricted Subsidiaries and requires the Company, transfer or lease all or substantially all under certain circumstances, to offer to purchase Notes. The limitations are subject to a number of its property. To guarantee the due important qualifications and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureexceptions.
Appears in 1 contract
Sources: Senior Working Capital Credit Agreement (Primacom Ag)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13August 23, 2004 2001 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Holdings and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect 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 Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Original Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $100 million. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureNotes. The Initial Dollar Notes and any the Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, Holdings has unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Wesco International Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13August 25, 2004 2014 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Company and the Trustee. The Capitalized terms of the Dollar 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 the Holders 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 Dollar Notes are senior subordinated unsecured unsecured, unsubordinated obligations of the CompanyCompany (except to the extent the Issue Date occurs before the Completion Date, in which case the Notes will be secured by Liens on the Escrow Collateral as of the Issue Date, as and to the extent set forth in the Escrow Agreement). This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Additional Notes together with may, at the Initial Euro Notes and any Exchange Euro Notes are Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Prior to the due and punctual payment Completion Date, the Notes will not be guaranteed by any of the principal ofCompany’s subsidiaries. Following the Completion Date, if any, or interest on in respect the Guarantors (including each Wholly Owned Restricted Subsidiary of the Dollar Notes Company that is not an Excluded Subsidiary and all other amounts payable by the Company 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 that is required to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior 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 Dollar Notes under an Indenture dated as of May 13July 3, 2004 2006 (the “Indenture”"INDENTURE"), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar 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”th▇ "▇▇A"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 and Holdings issued the Dollar Notes under an Indenture dated as of May 13February 11, 2004 2005 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Holdings and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer and Holdings. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer, Holdings and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13November 20, 2004 2014 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13November 9, 2004 2021, (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors ▇▇▇▇ TV and the Trustee. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13February 12, 2004 2009 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an Indenture Indenture, dated as of May 13March 17, 2004 1998 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, Consumers U.S., Inc. (the Guarantors "Parent") and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Exchange Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and the Exchange Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Dollar 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. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in Notwithstanding anything to the Indenture and not defined herein have contrary herein, the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA said Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenturethem. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toSubsidiaries, among other things, to Incur additional Indebtedness, create Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal of, if any, Company or interest any Restricted Subsidiary to any other Person and on in respect the ability of the Dollar Notes Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and all other amounts payable by the exceptions. The Company 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 must annually report to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations Trustee on a senior subordinated basis pursuant to the terms of the Indenturecompliance with such limitations.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture the Amended and Restated Indenture, dated as of May 13March 10, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationbetween the Company and the Trustee and the Second Supplemental Indenture, dated as of June 18, 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the predecessor of “Supplemental Indenture”), applicable to the Notes among the Company, the Note Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture applicable to the Notes and the Supplemental 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 Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture, the Supplemental 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 provisionsprovisions of the Indenture as applicable to the Notes and the Supplemental Indenture, as amended or supplemented from time to time. The Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one Subject to the conditions set forth in the Indenture and the Supplemental Indenture and without the consent of the Exchange Dollar Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are will be treated as a single class of securities under the Supplemental Indenture. The Supplemental Indenture imposes certain limitations on, among other things, the ability of the Company and the Company’s Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, make Asset Sales, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets and the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to Incur liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens sale and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyleaseback transactions. To guarantee the due and punctual payment of the principal of, if any, or premium and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture as applicable to the Notes, the Supplemental Indentures 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 Supplemental Indenture, each of the certain Note Guarantors have, have unconditionally guaranteed jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Supplemental Indenture. Each Note Guarantee will be subject to release as provided in the Supplemental 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 or fraudulent transfer under federal or state law.
Appears in 1 contract
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13October 20, 2004 2009 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Guarantor named therein and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an Indenture dated as This Note is one of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor a duly authorized issue of Securities of the Company, designated as its 5.50% Senior Notes Due 2015 (herein called the Guarantors and the Trustee. The terms "NOTES," which expression includes any further notes issued pursuant to Section 1.04(b) of the Dollar Notes include those stated in Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). Reference is hereby made to the Indenture and those made part all indentures supplemental thereto relevant to the Notes for a complete description of the Indenture by reference to the Trust Indenture Act rights, limitations of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date rights, obligations, duties and immunities thereunder of the Indenture (Trustee, the “TIA”)Company and the Holders of the Notes. Terms Capitalized terms used but not defined in the Indenture and not defined herein this Note shall have the meanings ascribed thereto to them in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, to create or incur Liens and engage in other business activitiessecuring Debt upon, or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge or consolidate or merge with or into any other Person person or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its propertyassets substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal of, if any, or interest on summary provisions set forth in respect of the Dollar Notes and all other amounts payable by the Company 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, each the provisions of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureIndenture shall govern.
Appears in 1 contract
Sources: First Supplemental Indenture (Nuveen Investments Inc)
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13April 27, 2004 2006 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior 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 13 1/2% Senior Discount Notes due 2008, 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 $290,000,000, which may be issued the Dollar Notes under an Indenture indenture (herein called the "Indenture") dated as of May 135, 2004 1998, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among PP Acquisition Corporationto which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, the predecessor 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 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, including 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 Dollar 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 Dollar Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Dollar Notes are senior subordinated unsecured obligations no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company. This Dollar Note , which is one of the Exchange Dollar Notes referred absolute and unconditional, to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on this Note at the times, place, and rate, and in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar 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 Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.
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Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13July 18, 2004 2025 (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor certain subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), the Trustee and the TrusteeNotes Collateral Agent. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Media, Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13February 21, 2004 (the “Indenture”)2017, among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsubordinated unsecured obligations of the Company. This Dollar Note is one Company limited initially to $1,000,000,000 aggregate principal amount, which amount may be increased at the option of the Exchange Dollar Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesAsset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofprincipal, premium, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Aecom)
Indenture. The Company issued the Dollar Euro Notes under an Indenture dated as of May 13November 5, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Note Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) and the TrusteeCollateral Agent. The terms of the Dollar Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Euro 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 Dollar Prior to the Springing Lien Trigger Date, the Euro Notes are senior subordinated unsecured obligations of the Company. Following the Springing Lien Trigger Date, the Euro Notes will be senior secured obligations of the Company. This Dollar Euro Note is one of the Exchange Dollar Initial Euro Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Euro Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Euro Notes pursuant to the Indenture. The Initial Euro Notes (including any Exchange Notes issued in exchange therefor) and the Dollar Notes and issued under the Indenture (including any Exchange Dollar Notes together with the Initial Euro issued in exchange therefor) are separate series of Notes and any Exchange Euro Notes are but will be treated as a single class of securities under the Indenture, except as otherwise stated therein. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Euro Notes and all other amounts payable by the Company under the Indenture and the Dollar Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Euro Notes and the Indenture, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.
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Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13April 28, 2004 2017, (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors subsidiaries of the Company (other than Immaterial Subsidiaries), as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (E.W. SCRIPPS Co)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 1325, 2004 2012 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Note Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 May 13February 18, 2004 2020 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Dollar 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”)Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13October 3, 2004 2012 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Dollar Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Exchanges Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a an unsecured senior subordinated basis pursuant to on the terms of set forth in the Indenture.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13March 17, 2004 1998 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, Consumers U.S., Inc. (the Guarantors "Parent") and the Trustee. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Initial Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and the Exchange Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Dollar 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. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in Notwithstanding anything to the Indenture and not defined herein have contrary herein, the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA said Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenturethem. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toSubsidiaries, among other things, to Incur additional Indebtedness, create Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal of, if any, Company or interest any Restricted Subsidiary to any other Person and on in respect the ability of the Dollar Notes Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and all other amounts payable by the exceptions. The Company 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 must annually report to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations Trustee on a senior subordinated basis pursuant to the terms of the Indenturecompliance with such limitations.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13December 22, 2004 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Spheris Leasing LLC)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13April 29, 2004 2010 (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Dollar 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 provisionsprovi sions. 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 Dollar Notes are senior subordinated unsecured secured second lien obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indentureor Additional Notes. The Initial Dollar Notes and any Notes, Additional Notes, Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated secured second lien basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13October 17, 2004 2024 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors party thereto from time to time and the Trustee. The terms of the Dollar 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 and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Additional Notes together with may, at the Initial Euro Notes and any Exchange Euro Notes are Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Guarantors have, jointly and severally, Indenture will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated 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 May 13February 29, 2004 2024 (the “Indenture”), among PP Acquisition Corporationthe Company the Trustee and GLAS Trust Company LLC, as collateral agent (the predecessor of “Notes Collateral Agent”). Capitalized terms used herein are used as defined in the CompanyIndenture, the Guarantors and the Trusteeunless otherwise indicated. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar [Initial] [PIK] Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndenturePIK Notes. The Initial Dollar Notes and any Exchange Dollar PIK Notes together with will, at the Initial Euro Notes and any Exchange Euro Notes are Company’s option, be 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 IndenturePIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its Restricted the Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockdistributions by such Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Subsidiary of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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 that is required to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior 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 Dollar Notes under an Indenture Indenture, dated as of May 13June 3, 2004 2024, (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor certain subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), the Trustee and the TrusteeNotes Collateral Agent. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Euro Notes under an Indenture dated as of May 13November 5, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Note Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) and the TrusteeCollateral Agent. The terms of the Dollar Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Euro 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 Dollar Prior to the Springing Lien Trigger Date, the Euro Notes are senior subordinated unsecured obligations of the Company. Following the Springing Lien Trigger Date, the Euro Notes will be senior secured obligations of the Company. This Dollar Euro Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes pursuant to the Indenture. The Initial Euro Notes (including any Exchange Notes issued in exchange therefor) and the Dollar Notes and issued under the Indenture (including any Exchange Dollar Notes together with the Initial Euro issued in exchange therefor) are separate series of Notes and any Exchange Euro Notes are but will be treated as a single class of securities under the Indenture, except as otherwise stated therein. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Euro Notes and all other amounts payable by the Company under the Indenture and the Dollar Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Euro Notes and the Indenture, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 May 13July 16, 2004 (the “Indenture”)2018, among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsubordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesmake Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofprincipal, premium, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (Qorvo, Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13November 24, 2004 2021 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors named therein and the Trustee. The terms of the Dollar 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”)Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13March 4, 2004 2021 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Plantronics Inc /Ca/)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13December 22, 2004 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Spheris Leasing LLC)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13September 14, 2004 2016, (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13July 5, 2004 2017 (the “Indenture”), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or Incur Liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an Indenture dated as of May 13July 1, 2004 2008 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an Indenture dated as of May 13, 2004 the Issue Date (the “Indenture”), among PP Acquisition Cott Corporation, the predecessor of the CompanyIssuer, the other Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 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 Dollar Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Company, the Issuer and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Company, the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each of the Guarantors have, jointly and severally, have unconditionally and irrevocably guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, on a senior subordinated 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 May 13December 1, 2004 2022 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors named therein and the Trustee. The terms of the Dollar 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”)Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Notes Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Open Text Corp)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13February 7, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of between the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture indenture by reference to the Trust TIA. The Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on is not, and is not required to be, qualified under the date applicable provisions of the Indenture (TIA and does not incorporate by reference all provisions of the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Dollar Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V. and ▇▇▇▇▇ Beta del Centro, S. de ▇.▇. de C.V. have unconditionally guaranteed (and each of the Guarantors havefuture Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior 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 Subsidiary 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 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 Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 1 contract
Sources: Indenture (Homex Development Corp.)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13August 22, 2004 2012 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Parent Guarantor and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Dollar Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for the Initial Dollar Notes or any Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of 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, each the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13July 25, 2004 2025 (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor certain subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), the Trustee and the TrusteeNotes Collateral Agent. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Media, Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13August 27, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Trustee. The terms of the Dollar 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 and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by non-Guarantor Restricted Subsidiaries, issue or sell or otherwise dispose Capital Stock of assets including capital stockthe Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer sell or lease otherwise dispose of all or substantially all of its propertyproperties or assets. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Guarantors haveParent Guarantor and the Subsidiary Guarantors, if any, shall, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations of the Company under the Notes on a senior subordinated secured (or, in the case of the Parent Guarantor, unsecured) basis pursuant to the terms of the Indenture.. A - 2 KE 79433857.6
Appears in 1 contract
Sources: Supplemental Indenture (Altera Infrastructure L.P.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13October 6, 2004 2021 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Trustee and the TrusteeGuarantors party thereto. The Capitalized terms of the Dollar 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 the Holders 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 Dollar Notes are senior subordinated unsecured unsecured, unsubordinated obligations of the Company. [This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. Indenture.]3 The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Additional Notes together with may, at the Initial Euro Notes and any Exchange Euro Notes are Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee From and after the due and punctual payment Issue Date, the Guarantors (including each Restricted Subsidiary of the principal of, if any, or interest on in respect of the Dollar Notes Company that is not a Foreign Subsidiary and all other amounts payable by the Company 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 that is required to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior 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. The Company issued the Dollar Notes under an Indenture dated as of May 13July 30, 2004 (the “"Indenture”), ") among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an the Indenture dated as of May 13November 25, 2004 2015 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors party thereto and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by specific 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit engage in certain transactions with Affiliates, create or incur Liens and engage as set forth in other business activitiesthe Indenture. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Rackspace Hosting, Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13November 16, 2004 2018, (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors ▇▇▇▇ TV and the Trustee. The terms of the Dollar 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 assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureAdditional Notes. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13July 5, 2004 2017 (the “Indenture”), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 issued the Dollar Notes under an Indenture dated as of May 13October 9, 2004 2012 (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, as guarantors (the Guarantors “Subsidiary Guarantors”), and the Trustee. The terms of the Dollar 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 Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes or Additional Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indentureor Additional Notes. The Initial Dollar Notes and any Notes, Additional Notes, Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated secured second lien basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13January 16, 2004 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Note Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture Act and the TIA for a statement of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date those terms. Each Holder by accepting a Note, agrees to be bound by all of the Indenture (terms and provisions of the “TIA”)Indenture, as amended or supplemented from time to time. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated general unsecured obligations of the Company. This Dollar Note is one of Subject to the Exchange Dollar Notes referred to conditions set forth in the Indenture, the Company may issue Additional Notes and/or Exchange Notes. The Dollar All Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single one class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, : incur Indebtedness, sell or otherwise dispose of assets including capital stock, Liens; enter into Sale and Leaseback Transactions; or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Company’s assets. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors haveSEECO, Inc., Southwestern Energy Production Company and Southwestern Energy Services Company have unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior 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 the other Note Guarantors in respect of the obligations of each of the other Note Guarantors under their respective Note Guarantees or pursuant to their respective contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 1 contract
Sources: Indenture (Southwestern Energy Co)
Indenture. The Company Issuer issued the Dollar Notes under an Indenture dated as of May 13July 3, 2004 2006 (the “Indenture”"INDENTURE"), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors Guarantor named therein and the Trustee. The terms of the Dollar 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”th▇ "▇▇A"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated 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 Dollar Notes under an the Indenture dated as of May 13April 27, 2004 2006 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Dollar Notes are unsecured senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes or Additional Notes pursuant to the Indenture. The Initial Dollar Notes, any Additional Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated 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 May 13August 4, 2004 2016 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13November 26, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are general unsecured, senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured 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 May 13[ ], 2004 200 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Dollar Notes are senior subordinated unsecured obligations secured Obligations of the CompanyCompany having an initial aggregate principal amount of $[ ,000,000]. This Dollar Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Dollar Holders, the Company may issue Additional Notes referred in an aggregate principal amount not to in the Indentureexceed $[ ,000,000]. The Dollar All Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or of and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each J. Crew Intermediate LLC and certain Subsidiaries of the Guarantors have, jointly and severally, Company have unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. The Note Guarantees will be subject to release as provided in the Indenture. The obligations of any 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 Guarantor and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (J Crew Group Inc)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 1326, 2004 2020 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Trust Indenture Act for a statement of such terms and provisions. The Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Exchange Dollar Notes referred to in the Indenture. The Dollar Original Notes include (as defined in the Initial Dollar Notes Indenture) and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Subsidiary Guarantors have, have jointly and severally, severally unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (MSCI Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13August 15, 2004 2025 (as amended, restated, or otherwise modified from time to time, the “Indenture”), among PP Acquisition Corporation, between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar 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”)this Indenture. Terms defined in the this Indenture and not defined herein have the meanings ascribed thereto in the this Indenture. The Dollar Notes are subject to all terms and provisions of the this Indenture, and the Holders (as defined in the Indenture) are referred to the this 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 this Indenture, the provisions of this Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured secured obligations of the Company. This Dollar Note is one The Company shall be entitled, subject to its compliance with Sections 4.03 and 4.13 of the Exchange Dollar this Indenture, to issue Additional Notes referred pursuant to in the Section 2.13 of this Indenture. The Dollar Notes include issued on the Initial Dollar Notes Issue Date and any Exchange Dollar Additional Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are shall be treated as a single class for all purposes of securities under the this Indenture. The This Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay enter into consensual restrictions on the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtednessmake Asset Dispositions, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, transfer certain intellectual property, create or incur Liens L▇▇▇▇ and engage in other business activitiesenter into certain Sale/Leaseback Transactions. The This Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, if any, or and interest on in respect of the Dollar Notes and all other amounts payable by the Company under the this 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 this Indenture, each of from and after the Spin-Off Date (or, with respect to any Subsidiary Guarantor that is a Non-U.S. Subsidiary, the immediately following day), the Subsidiary Guarantors have, will jointly and severally, unconditionally and irrevocably guaranteed severally guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the this Indenture.
Appears in 1 contract
Sources: Indenture (Qnity Electronics, Inc.)
Indenture. The Company issued the Dollar Notes under an Indenture dated as of May 13November 26, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar 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 Dollar 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 Dollar Notes are general unsecured, senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Initial Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.
Appears in 1 contract
Indenture. The Company issued the Dollar Notes under an Indenture Indenture, dated as of May 13July 11, 2004 2003 (the “"Indenture”"), among PP Acquisition Corporation, by and between the predecessor of the Company, the Guarantors Company and the Trustee. The terms of the Dollar 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 used but not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured obligations of the Company. This Dollar Note is one of the Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and the Exchange Notes and any Private Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the IndentureNotes. The Initial Dollar Notes, the Exchange Notes and any the Private Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities Notes under the Indenture. The Initial Notes of each series and the Exchange Notes and the Private Exchange Notes of the corresponding series are treated as a single series of Notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal ofCompany. The Notes are guaranteed, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to unsecured basis, by all existing and future Restricted Subsidiaries that are or shall become Guarantors in accordance with the terms of the Indenture.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)