Terms of the Notes. The following terms relating to the Notes are hereby established: (a) The Notes shall constitute a series of Senior Securities having the title “6.125% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032. (b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires. (c) The entire outstanding principal of the Notes shall be payable on October 30, 2023. (d) The rate at which the Notes shall bear interest shall be 6.125% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. (e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture. (f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee. (g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture. (h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows: (i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. (ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture. (iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable. (iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable. (v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder. (i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture. (j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof. (k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. (l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1255.50% Notes due 20232028.” The Notes shall bear a CUSIP number of 872438 403 69181V 503 and an ISIN number of US8724384032US69181V5030, as may be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06906, 11.07 1107 or 13.05 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be up to $57,500,00070,000,000 (or up to $80,500,000 aggregate principal amount if the underwriters’ overallotment option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30July 31, 20232028.
(d) The rate at which the Notes shall bear interest shall be 6.1255.50% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5May 20, 20182021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March January 31, April 30, June 30, September 30July 31, and December 30 October 31 of each year, commencing December 30July 31, 2018 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5May 20, 20182021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March January 15, June April 15, September 15, July 15 or December October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N▇, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. Oxford Square Capital Corp. (6.1255.50% Notes Due 2023due 2028) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.061007, 10.081008, and 10.09 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30May 31, 20212024, at a redemption price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)listed, in each case, case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture (Oxford Square Capital Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of Senior Securities having the title “6.1256.75% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.2039”
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 Securities of the Base Indenture, and except for any Securities that, series pursuant to Section 3.03 304, 305, 306, 906 or 1108 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited to $57,500,000250,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to timemay, without the consent of the Holders of NotesHolders, create and issue additional Notes (in any such case the “Additional Notes”) having ranking equally with the same ranking Notes and otherwise similar in all respects so that the same interest rate, maturity Additional Notes shall be consolidated and other terms as form a single series with the Notes. Any The Company may not issue Additional Notes if an Event of Default shall occur and the existing Notes will constitute a single series under the Indenture and all references be continuing with respect to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresNotes.
(c3) The entire outstanding principal of the Notes Interest on any Note shall be payable on October 30, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid only to the Person in whose name the that Note (or one or more Predecessor Securitiespredecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on October 15, 2039, which date shall be March the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 6.75% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be April 15 and October 15 in each year, beginning April 15, June 15, September 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the April 1 or December 15 (whether or not a Business Day), as October 1 preceding the case may be, next preceding such applicable Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will basis upon which interest shall be computed on the basis calculated shall be that of a 360-day year consisting of twelve 30-day months.
(e6) [Reserved]
(7) The Notes shall may be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part redeemed at any time or from time to time, at the option of the Company, on in whole or after October 30, 2021in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Holder’s address appearing Adjusted Treasury Rate plus 40 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Security RegisterIndenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. All notices Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall contain specify, among other items, which Notes shall be redeemed, the information set forth in Section 11.04 Redemption Date, the Redemption Price, and the principal amount of the Base Indenture.
Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (iiior such shorter period as is satisfactory to the Trustee) Any exercise of the Company’s option to redeem aggregate principal amount of the Notes will to be done in compliance with redeemed and their Redemption Date. If less than all the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only Notes of a portion of the Notes, the Trustee will determine the method for selecting the particular Notes series are to be redeemed, the Trustee shall select, in accordance with Section 11.03 such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders outstanding principal amount of the Notes will not have of a series in part only, a new Note (or Notes) for the option to have amount of the Notes repaid prior unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.Notes:
Appears in 1 contract
Sources: Third Supplemental Indenture (Allegheny Energy, Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1255.00% Notes due 20232025.” The Notes shall bear shall, upon the request of the holder, be assigned a CUSIP number of 872438 403 and an ISIN number of US8724384032number.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06906, 11.07 1107 or 13.05 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00030,000,000 aggregate principal amount ($15,000,000 aggregate principal amount as of March 31, 2022, and $30,000,000 aggregate principal amount as of May 2, 2022). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.all
(c) The entire outstanding principal of the Notes shall be payable on October 30March 31, 20232025, unless earlier redeemed or repurchased in accordance with the provisions of the indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1255.00% per annum. The date from which interest shall accrue on the Notes shall be October 5March 31, 20182022, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, December 31 and December 30 March 31 of each year, commencing December June 30, 2018 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5March 31, 20182022, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, each June 15, September 15, or December 15 and March 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or Global Corporate Trust and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in definitive form (each such Note, a “Definitive Note”). Pursuant to the terms of this Tenth Supplemental Indenture, the Notes may be subsequently exchanged for Notes in global form (each such Note, a “Global Note”). The Definitive Note, any Global Notes Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Tenth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) Every Note authenticated and delivered hereunder shall bear a legend in substantially the following form (the “Restricted Securities Legend”) unless and until such
(g) With respect to any proposed registration or transfer of any Note prior to (x) the date which is six months (or such other date when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Exchange Act) after the later of the date of the original issue date of the applicable Notes or the date of any subsequent reopening of such Notes or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), the Holder of such Note and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Note only (i) pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) pursuant to an available exemption from the registration requirements of the Securities Act; in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
(h) On any date following the Resale Restriction Termination Date, the Holders of 100% in principal amount of the outstanding Notes may request the Company (i) issue a Global Note not bearing a Restricted Securities Legend (an “Unrestricted Global Note”) in exchange for all outstanding Definitive Notes, (ii) to register the Unrestricted Global Note with the Depositary (as defined below) and (iii) to obtain an unrestricted CUSIP for the Unrestricted Global Notes. Within 90 days from receipt of such request or if the Company otherwise elects, upon the Company’s satisfaction that the Restricted Securities Legend shall no longer be required to maintain compliance with the Securities Act, the Company shall use commercially reasonable efforts, but not be obligated, to (w) cause the Restricted Securities Legend to be removed by delivering to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Notes to be exchanged into such Unrestricted Global Notes, (x) register, or cause to be registered, the Unrestricted Global Notes with the Depositary, (y) obtain, or cause to be obtained, an unrestricted CUSIP for the Unrestricted Global Notes and (z) instruct the Trustee and Depositary in writing to credit accounts of the Holders tendering such outstanding Notes with a beneficial interest in the Unrestricted Global Notes in an amount equal to the outstanding Notes tendered by such Holder (the “Elective Exchange”). The Notes from
(i) The depositary for such Global Notes (the “Depositary”) shall be The Depository U.S. Bank Trust Company, New YorkNational Association, New Yorkas successor in interest to U.S. Bank National Association. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) . The Depositary for any Global Notes issued hereunder shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the IndentureDepositary Custodian.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1257.75% Notes due 20232030.” The Notes shall bear a CUSIP number of 872438 403 69181V 602 and an ISIN number of US8724384032US69181V6020, as may be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06906, 11.07 1107 or 13.05 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be up to $57,500,00065,000,000 (or up to $74,750,000 aggregate principal amount if the underwriters’ overallotment option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30July 31, 20232030.
(d) The rate at which the Notes shall bear interest shall be 6.1257.75% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5August 7, 20182025, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March January 31, April 30, June 30, September 30July 31, and December 30 October 31 of each year, commencing December 30October 31, 2018 2025 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5August 7, 20182025, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March January 15, June April 15, September 15, July 15 or December October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N▇, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. Oxford Square Capital Corp. (6.1257.75% Notes Due 2023due 2030) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Fourth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.061007, 10.081008, and 10.09 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30July 31, 20212027, at a redemption price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)listed, in each case, case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Oxford Square Capital Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Senior Notes due 20232026.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, of or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30June 1, 20232026.
(d) The rate at which the Notes shall bear interest shall be 6.1253.450% per annum. The , and the date from which interest shall accrue on the Notes shall be October 5May 26, 20182016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 1 and December 30 1 of each year, commencing beginning December 301, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2016; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid paid, in immediately available funds, to the Person Persons in whose name names the Note Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March May 15 or November 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address office or agency of the Company as may be designated by the Trusteefor such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment each installment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest principal on the Notes will may at the Company’s option be computed on paid in immediately available funds by transfer to an account maintained by the basis of a 360-day year of twelve 30-day monthspayee located in the United States.
(e) The Notes shall be initially issuable in global whole in the registered form (each such Note, a “Global Note”). The of one or more Global Notes (without coupons), and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. .
(f) The Security Registrar with respect words “prior to the Global Notes Par Call Date” shall be inserted in the Trusteefirst sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(g) The Notes following sentence shall be defeasible pursuant to Section 14.02 or Section 14.03 inserted immediately following clause (b) of the Base Indenture. Covenant defeasance contained in first sentence of Section 14.03 of 1108: “On or after the Base Indenture shall apply to Par Call Date, the covenants contained in Sections 10.06Notes may be redeemed, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in a whole or in part at any time or in part from time to time, at the option of the Company, on or after October 30at least 30 days, 2021but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be being redeemed, not less than thirty .”
(30h) nor more than sixty (60) days prior The Redemption Amount of Basis Points applicable to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option Notes used to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of calculate the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund Price pursuant to Section 12.01 1108 of the Base Indenture.
(j) The Notes this Indenture shall be issuable in denominations of $25 and integral multiples of $25 in excess thereofbasis points.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a series of Senior Securities securities having the title “6.1253.375% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322021”.
(b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of the Additional Notes shall be unlimited.
(c) The entire outstanding Outstanding principal of the Notes shall be payable on October 30June 15, 20232021.
(d) The rate at which the Notes shall bear interest shall be 6.1253.375% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from June 5, 2014. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing beginning December 3015, 2018 (if an 2014. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record June 1 and December 1 prior to each Interest Payment Date for such interest, (a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depositary for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Registerform attached hereto as Exhibit A, which are herein incorporated by reference. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(kf) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.03 hereof.
(g) The Notes will not have the option to have benefit of any sinking fund.
(h) Except as provided herein, the holders of the Notes repaid prior shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(i) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(j) The Notes are not convertible into shares of common stock or other securities of the Company.
(k) The restrictive covenant set forth in Section 1.04 hereof shall be applicable to the Stated MaturityNotes.
(l) The Designated Currency of the Notes are hereby designated as “Senior Securities” under the Indentureshall be Dollars.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1255.25% Notes due 2023.2025” The Notes shall bear a CUSIP number of 872438 403 427096 854 and an ISIN number of US8724384032US4270968542.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00075,000,000 (or up to $86,250,000 if the underwriters’ option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October April 30, 20232025.
(d) The rate at which the Notes shall bear interest shall be 6.1255.25% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5April 26, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March January 30, June April 30, September July 30, and December October 30 of each year, commencing December July 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5April 26, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March January 15, June April 15, September 15, July 15 or December October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Fifth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October April 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to Global Notes, the Depositary will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Hercules Capital, Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Senior Notes due 20232031.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, of or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000550,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October June 30, 20232031 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 6.1252.800% per annum. The , and the date from which interest shall accrue on the Notes shall be October 5May 13, 20182020, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 30 and December 30 of each year, commencing beginning December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2020; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid paid, in immediately available funds, to the Person Persons in whose name names the Note Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, 15 or December 15 (whether or not a Business Day)15, as the case may be, next preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address office or agency of the Company as may be designated by the Trusteefor such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment each installment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest principal on the Notes will may at the Company’s option be computed on paid in immediately available funds by transfer to an account maintained by the basis of a 360-day year of twelve 30-day monthspayee located in the United States.
(e) The Notes shall be initially issuable in global whole in the registered form (each such Note, a “Global Note”). The of one or more Global Notes (without coupons), and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. .
(f) The Security Registrar with respect references to “30 days” in the Global Notes first sentence of Section 1104 shall be the Trusteereplaced with “10 days.”
(g) The Notes words “prior to the Par Call Date” shall be defeasible pursuant inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to Section 14.02 or Section 14.03 time” and immediately preceding the phrase “, the Securities of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indentureany series.”
(h) The Notes following sentence shall be redeemable pursuant to Section 11.01 inserted immediately following clause (b) of the Base Indenture and first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed, as follows:
(i) The Notes will be redeemable in a whole or in part at any time or in part from time to time, at the option of the Company, on or after October 30at least 10 days, 2021but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be being redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.”
(i) The Redemption Amount of Basis Points applicable to the Notes shall not be subject used to any sinking fund calculate the Redemption Price pursuant to Section 12.01 1108 of the Base Indenture.
(j) The Notes this Indenture shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof35 basis points.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Twenty First Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a separate series of Senior Securities under the Base Indenture having the title “6.1252.750% Senior Notes due 20232025.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the £250,000,000.
(c) The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be unlimited.
(d) Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes unless the context otherwise requires. In the above case, if any such Additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a different ISIN number as the previously issued Notes, as applicable.
(ce) The entire outstanding principal of the Notes shall be payable on October 30January 15, 2023.
(d) 2025. The rate at which the Notes shall bear interest shall be 6.1252.750% per annumyear. The date from which interest shall accrue on the Notes shall be October 5March 15, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the . The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 January 15 of each year, commencing December 30beginning January 15, 2018 2019.
(if an f) Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name Holders of record of the Note (or one or more Predecessor Securities) is registered Notes at the close of business on the Regular Record January 1 immediately preceding each Interest Payment Date for such interest(each, a “regular record date”). The basis upon which interest shall be calculated shall be that of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 15, June 152018, September 15, or December 15 (whether or not a Business Dayif no interest has been paid on the Notes), as to, but excluding. the case may be, next preceding such scheduled Interest Payment Date. This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the rulebook of the International Capital Market Association.
(g) The Depositary for the Global Notes shall be the common depositary on behalf of Euroclear and Clearstream.
(i) The Company initially appoints Elavon Financial Services DAC, UK Branch as paying agent (the “Paying Agent”) with respect to the Notes pursuant to Section 3.04 of the Base Indenture until such time as the Paying Agent has resigned or a successor has been appointed. The Paying Agent hereby accepts such initial appointment, and the Company confirms that such initial appointment is acceptable to it. The Paying Agent shall have all of the rights, privileges, protections and immunities granted to the Trustee in the Indenture. Payment of the principal amount of (the Notes, and any premium, if any, on) and any such interest or Additional Amounts on the Notes Notes, will be made payable at the office of the Trustee located Paying Agent at Fifth Floor, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at until such other address time as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment designates an alternate place of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemptionpayment.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance The Paying Agent hereby agrees with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior subject to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices provisions of redemption shall contain the information set forth in Section 11.04 3.04 of the Base Indenture.:
(iiiA) Any exercise that it will hold all sums received by it as such Paying Agent for the payment of the Company’s option to redeem principal of or interest on, or Additional Amounts related to, the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, (whether such sums have been paid to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee it by the Company or any other obligor on the Notes) in trust for the benefit of the Holders of the Notes or of the Trustee;
(B) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on, or Additional Amounts related to, the Notes when the same shall be due and payable;
(C) that it will pay any such national securities exchange at sums so held in trust by it to the Trustee upon the Trustee’s request), written request at any time during the continuance of the failure referred to in each case, to the extent applicable.Section 1.01(h)(ii)(B) above; and
(vD) Unless the Company defaults in payment that it will perform all other duties of the Redemption Price, on and after Paying Agent as set forth in the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunderIndenture.
(i) The Notes shall not be subject to any sinking fund that are issued in a registered offering pursuant to Section 12.01 the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Base IndentureTrustee, as hereinafter provided.
(j) The Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall be issuable bear the applicable legends set forth in denominations of $25 and integral multiples of $25 in excess thereofExhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(k) Holders The Notes shall be denominated in Pound Sterling and shall be issuable in minimum denominations of £100,000 or any integral multiple of £1,000 in excess thereof. If Pound Sterling is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will not have be made in Dollars until Pound Sterling is again available to the option to have Company or so used. In such circumstances, the Notes repaid amount payable on any date in Pound Sterling will be converted into Dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the Stated Maturityrelevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent Dollar/Pound Sterling exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Pound Sterling. For the avoidance of doubt, any such payment in respect of the Notes so made in Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
(l) The Notes may be redeemed by the Company prior to the maturity date, as provided in Section 1.05.
(m) The Notes will not have the benefit of any sinking fund.
(n) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(o) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(p) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(q) The restrictive covenants set forth in Section 1.06 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.75% Notes due 20232022.” The Notes shall bear a CUSIP number of 872438 403 304 and an ISIN number of US8724384032US8724383042.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00035,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October December 30, 20232022.
(d) The rate at which the Notes shall bear interest shall be 6.1256.75% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5December 14, 20182015, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30▇▇▇▇▇ ▇▇, 2018 ▇▇▇▇ (if ▇▇ an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5December 14, 20182015, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.1256.75% Notes Due 20232022) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October December 30, 20212018, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.000% Notes due 20232030.” The Notes shall bear a CUSIP number of 872438 403 427096 AN2 and an ISIN number of US8724384032US427096AN29.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000350,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30June 16, 20232030, unless earlier redeemed or repurchased in accordance with the provisions of this Ninth Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1256.000% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5June 16, 20182025, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 16 and December 30 of 16 each year, commencing December 3016, 2018 2025 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5June 16, 20182025, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, 1 or December 15 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Ninth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Prior to May 16, 2030 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes will be redeemable at its option, in whole or in part part, at any time or and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the option greater of:
(a) the sum of the Companypresent values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points less (b) interest accrued to, on or after October 30but not including, 2021the Redemption Date, at a redemption price equal to and
(2) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not less than thirty (30) nor more than sixty (60) days prior to including, the Redemption Date.
(ii) Notwithstanding the foregoing, on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 any time and from time to time, at a Redemption Price equal to 100% of the Base Indentureprincipal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
(iii) Any exercise For purposes of calculating the Company’s option to redeem the Notes will be done Redemption Price in compliance connection with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion redemption of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of on any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not following terms have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.meanings set forth below:
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Hercules Capital, Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1252.625% Notes due 20232026.” The Notes shall bear a CUSIP number of 872438 403 427096 AH5 and an ISIN number of US8724384032US427096AH50.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000325,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30September 16, 20232026, unless earlier redeemed or repurchased in accordance with the provisions of this Seventh Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1252.625% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5September 16, 20182021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, 16 and September 30, and December 30 16 of each year, commencing December 30▇▇▇▇▇ ▇▇, 2018 ▇▇▇▇ (if ▇▇ an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5September 16, 20182021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, 1 or September 15, or December 15 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇ ▇▇▇▇, MN 55107▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL CreditHercules Capital, Inc. (6.1252.625% Notes Due 20232026) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Seventh Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable redeemable, in whole or in part part, at any time time, or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:
(1) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty or
(302) nor more than sixty the sum of the present values of the remaining scheduled payments of principal and interest (60) days prior exclusive of accrued and unpaid interest to the Redemption Date, at ) on the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points; provided, however, that if the Company redeems any Notes on or after August 16, 2026, the Redemption Price for the Notes will be equal to 100% of the Indenture and the Investment Company Act and the rules principal amount of any national securities exchange or quotation system on which the Notes are listed (which rules will to be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)redeemed, in each caseplus accrued and unpaid interest, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Priceif any, on and after to, but excluding, the Redemption Date, interest will cease to accrue on . For purposes of calculating the Notes called for Redemption Price in connection with the redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of Notes, on any Redemption Date, the Notes will not following terms have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.meanings set forth below:
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Hercules Capital, Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Senior Notes due 20232029.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, of or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October June 30, 20232029 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 6.1254.200% per annum. The , and the date from which interest shall accrue on the Notes shall be October 5June 30, 20182019, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 30 and December 30 of each year, commencing December beginning June 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2019; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid paid, in immediately available funds, to the Person Persons in whose name names the Note Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, 15 or December 15 (whether or not a Business Day)15, as the case may be, next preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address office or agency of the Company as may be designated by the Trusteefor such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment each installment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest principal on the Notes will may at the Company’s option be computed on paid in immediately available funds by transfer to an account maintained by the basis of a 360-day year of twelve 30-day monthspayee located in the United States.
(e) The Notes shall be initially issuable in global whole in the registered form (each such Note, a “Global Note”). The of one or more Global Notes (without coupons), and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. .
(f) The Security Registrar with respect words “prior to the Global Notes Par Call Date” shall be inserted in the Trusteefirst sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(g) The Notes following sentence shall be defeasible pursuant to Section 14.02 or Section 14.03 inserted immediately following clause (b) of the Base Indenture. Covenant defeasance contained in first sentence of Section 14.03 of 1108: “On or after the Base Indenture shall apply to Par Call Date, the covenants contained in Sections 10.06Notes may be redeemed, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in a whole or in part at any time or in part from time to time, at the option of the Company, on or after October 30at least 30 days, 2021but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be being redeemed, not less than thirty .”
(30h) nor more than sixty (60) days prior The Redemption Amount of Basis Points applicable to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option Notes used to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of calculate the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund Price pursuant to Section 12.01 1108 of the Base Indenture.
(j) The Notes this Indenture shall be issuable in denominations of $25 and integral multiples of $25 in excess thereofbasis points.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1257.875% Notes due 2023.2028” The Notes and shall bear a CUSIP number of 872438 96524V 403 and an ISIN number of US8724384032US96524V4032.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00030,000,000 (or up to $34,500,000 aggregate principal amount if the underwriters’ overallotment option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Officer’s Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and the same interest rate, maturity maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes if represented by the same CUSIP number as the Notes. Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30September 15, 20232028, unless earlier redeemed or repurchased in accordance with the provisions of this Third Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1257.875% per annumannum of the aggregate principal amount. The date from which interest shall accrue on the Notes shall be October 5August 24, 20182023, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 3015, June 3015, September 30, 15 and December 30 15 of each year, commencing December 30September 15, 2018 2023 (provided, that if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including October 5August 24, 20182023 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excludingnot including, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excludingnot including, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 151, June 151, September 15, or 1 and December 15 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EastPaying Agent, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding aggregate principal amount of Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable redeemable, in whole or in part part, at any time time, or from time to time, at the option of the Company, on or after October 30September 15, 20212025, at a redemption price Redemption Price equal to 100% of the outstanding aggregate principal amount thereof thereof, plus accrued and unpaid interest payments otherwise payable for to, but excluding, the then-current quarterly interest period accrued to but not including the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given or sent electronically in accordance with the Trustee’s and applicable procedures of the Depositary’s standard practices and proceduresDepositary (as defined herein) with respect to Notes in global form, to each Holder of the Notes to be redeemed, not less than thirty (30) 30 nor more than sixty (60) 60 days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture and the delivery of such shall be subject to the terms of the Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will shall be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion less than all of the NotesNotes are to be redeemed at any time, the Trustee will determine shall select the method for selecting the particular Notes to be redeemed, redeemed by lot or such similar method in accordance with Section 11.03 the procedures of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicableDepositary.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will shall cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will shall not have the option to have the Notes repaid prior to September 15, 2028 other than in accordance with Article Thirteen of the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Base Indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture (WhiteHorse Finance, Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a separate series of Senior Securities under the Base Indenture having the title “6.125% Senior Floating Rate Notes due 20232021.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the 650,000,000.
(c) The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest raterate provisions, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be unlimited.
(d) Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes unless the context otherwise requires. In the above case, if any such Additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a different CUSIP number as the previously issued Notes, as applicable.
(ce) The entire outstanding principal of the Notes shall be payable on October 30March 1, 20232021.
(df) The interest rate at which for the Notes shall bear Initial Interest Period means the Three-Month LIBOR, as determined on August 15, 2017, plus a margin of 0.95%. Thereafter, the interest shall rate for any Interest Period will be 6.125% per annumthe Three-Month LIBOR, as determined on the applicable Interest Determination Date, plus a margin of 0.95%. The date from which interest shall accrue Interest on the Notes shall be October 5, 2018computed and paid on the basis of the actual number of days in the relevant Initial Interest Period or Interest Period divided by 360. The interest rate will be reset quarterly on each Interest Reset Date. The interest rate applicable to each Interest Period commencing on the related Interest Reset Date, or August 17, 2017 in the case of the Initial Interest Period, will be the rate determined as of the applicable Interest Determination Date.
(g) Interest shall be payable quarterly on each Interest Payment Date to Holders of record on the Record Date. Interest on the Notes shall accrue from and including the date the Notes are issued or from and including the most recent Interest Payment Date to which interest has been paid or provided for; Date. If any Interest Payment Date, other than the maturity date, would otherwise be a day that is not a Business Day, the Interest Payment Dates for the Notes Date shall be March 30postponed to the immediately succeeding day that is a Business Day, June 30with the same force and effect as if made on the date such payment was due, September 30except that if that Business Day is in the immediately succeeding calendar month, and December 30 of each year, commencing December 30, 2018 (if an the Interest Payment Date shall be the immediately preceding Business Day. If the maturity date of the Notes falls on a day that is not a Business Day, then the applicable payment of principal and interest payment will be made on the next succeeding Business Day Day, and no additional interest on such payment will accrue as a result of such delayed payment); the initial interest period will be for the period from and after the maturity date. The Company shall make payments in respect of the Notes in global form (including October 5principal, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, onand interest) and by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The interest rate on the Notes shall be reset quarterly on each Interest Reset Date, provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the Interest Reset Date shall be the immediately preceding Business Day. Promptly upon calculation, the Calculation Agent will inform the Company of the interest rate for the next Interest Period. Upon request from any Holder of the Notes, the Calculation Agent will provide the interest rate in effect for such Notes for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.
(h) All percentages resulting from any calculation of the interest rate on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed rounded to the address nearest one millionth of the Person entitled thereto as a percentage point with five ten millionths of a percentage point rounded upwards (e.g., 9.8765445% (or .098765445) would be rounded to 9.876545% (or .09876545)), and all dollar amounts used in or resulting from such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest calculation on the Notes will be computed on rounded to the basis of a 360nearest cent (with one-day year of twelve 30-day monthshalf cent being rounded upwards).
(ei) The Notwithstanding the foregoing, the interest rate on the Notes shall will in no event be initially issuable higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Additionally, the interest rate on the Notes will in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall no event be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenturelower than zero.
(fj) The depositary Depositary for such the Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. York (“DTC”).
(k) The Security Registrar with respect Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.
(gl) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(m) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained denominated in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, Dollars and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in minimum denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(kn) Holders of The Notes may be redeemed by the Company prior to the maturity date, as provided in Section 1.05.
(o) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(lp) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(q) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(r) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(s) The restrictive covenants set forth in Section 1.06 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.25% Notes due 2023.2033” The Notes shall bear a CUSIP number of 872438 403 427096 847 and an ISIN number of US8724384032US4270968476.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00040,000,000 (or up to $46,000,000 if the underwriters’ option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30, 20232033.
(d) The rate at which the Notes shall bear interest shall be 6.1256.25% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5September 24, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March January 30, June April 30, September July 30, and December October 30 of each year, commencing December October 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5September 24, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March January 15, June April 15, September 15, July 15 or December October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Sixth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 20212023, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to Global Notes, the Depositary will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(ai) The Notes shall constitute a one series of Senior Securities securities having the title “6.125% Exercisable Put Option Notes due 2023August 15, 2011.”
(ii) The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The be limited in the aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires150,000,000.
(ciii) The entire outstanding principal of the Notes shall be payable on October 30, 2023issued at 100% of the principal amount thereof.
(div) The Notes will mature on August 15, 2011, subject to the Call Option (as defined below) and the Put Option (as defined below).
(v) The rate at which the Notes shall bear interest shall be 6.125(A) at 7.114% per annumannum from August 12, 1997, to but not including August 15, 2004, and (B) at the Interest Rate to Maturity (as defined below) from August 15, 2004 until August 15, 2011. The date from Interest Payment Dates on which interest will be payable shall be February 15 and August 15 in each year, beginning February 15, 1998; the Record Dates for the interest payable on the Notes on any Interest Payment Date shall be the Business Day immediately preceding each Interest Payment Date (if the Notes are evidenced by a global note in book-entry form and otherwise shall be the last Business Day of the calendar month immediately preceding the month in which the related Interest Payment Date occurs) and the basis upon which interest shall accrue be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(vi) The Notes will be issuable in denominations of $100,000 and multiples of $1,000 in excess thereof.
(vii) The place where the principal of, premium, if any, and interest on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for payable and the Notes may be surrendered for registration of transfer or exchange and where notices or demands to or upon the Company in respect of the Notes and the Indenture may be served shall be March 30State Street Bank and Trust Company, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N▇, ▇▇. ▇▇▇▇▇, MN 55107▇▇▇▇▇▇▇▇▇▇, Attention: Bondholder Services, EP▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-MN-WS2N, Reference: THL Credit, Inc. ▇▇▇▇.
(6.125% Notes Due 2023viii) or at such other address as designated by the Trustee, in such coin or currency The entire outstanding principal amount of the United States Notes (and premium, if any) shall be payable upon declaration of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option acceleration of the Company payment of interest may be made by check mailed maturity thereof pursuant to the address Section 6.02 of the Person entitled thereto as such address shall appear in Indenture.
(ix) Payment of the Security Register; providedprincipal of (and premium, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company if any) and the Trustee. Interest interest on the Notes shall be payable in Dollars, and the Notes shall be denominated in Dollars.
(x) In exchange for certain consideration to be paid by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Callholder") to the initial holder of the Notes (the "Noteholder"), the Noteholder will be computed enter into a Call Option with the Callholder, pursuant to which the Callholder will have the right to purchase the Notes from the Noteholder (the "Call Option") on August 15, 2004 (the "Call Settlement Date") at 100% of the principal amount thereof (the "Call Price"). On the Call Settlement Date, the Company may repurchase the Notes, in whole but not in part, from the Callholder at a price equal to the greater of (A) 100% of the principle amount of the Notes and (B) the sum of the present values of the Remaining Scheduled Payments (as defined below) thereon, as determined by the Callholder, discounted to the Call Settlement Date on a semiannual basis of (assuming a 360-day year consisting of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the CompanyTreasury Rate, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus in either case accrued and unpaid interest payments otherwise payable for from August 15, 2004 on the then-current quarterly interest period accrued principal amount being purchased to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Registerpurchase. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of repurchase the Notes, it shall pay the Trustee purchase price therefor in same-day funds by wire transfer to an account designated by the Callholder on the Call Settlement Date. The Callholder will determine notify the method for selecting Company and the particular Notes to be redeemed, in accordance with Section 11.03 trustee of the Indenture Trust (the "Trust Trustee"), not later than five Business Days prior to the Call Settlement Date, of its intention to purchase the Notes subject to the exceptions described herein. The Company thereafter will notify the Trust Trustee and the Investment Callholder, not later than the Business Day immediately preceding the Determination Date (as defined below), that the Company Act and the rules of any national securities exchange or quotation system on which has irrevocably determined to exercise its right to repurchase the Notes are listed (which rules will be certified to from the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on Callholder. From and after the Redemption DateAugust 15, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of 2004, the Notes will not have bear interest at the option Interest Rate to have Maturity. The obligation of the Callholder to purchase the Notes repaid prior on the Call Settlement Date is subject to the Stated Maturitycondition that no Event of Default, or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to the Notes shall have occurred and be continuing.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1257.25% Senior Notes due 2023.” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 872438 403 553829 201 and an ISIN number of US8724384032US5538292013.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 9.06 or 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00080,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30February 26, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.1257.25% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5February 26, 20182013, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30January 15, June 30April 15, September 30, July 15 and December 30 October 15 of each year, commencing December 30April 15, 2018 2013 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5February 26, 20182013 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securitiespredecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15January 1, June 15April 1, September 15, or December 15 July 1 and October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Eastin Boston, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, Massachusetts in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 10.09 and 10.09 10.10 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30April 15, 20212016, at a redemption price equal to of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, by first-class mail, postage prepaid prepaid, or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicableAct.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or DTC, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture Indenture, and the Investment Company Act and in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to and the Trustee by the Investment Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicableAct.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a separate series of Senior Securities under the Base Indenture having the title “6.1251.750% Senior Notes due 20232026.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the €650,000,000.
(c) The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be unlimited.
(d) Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes unless the context otherwise requires. In the above case, if any such Additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a different ISIN number as the previously issued Notes, as applicable.
(ce) The entire outstanding principal of the Notes shall be payable on October 30January 15, 2023.
(d) 2026. The rate at which the Notes shall bear interest shall be 6.1251.750% per annumyear. The date from which interest shall accrue on the Notes shall be October 5September 26, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the . The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 January 15 of each year, commencing December 30beginning January 15, 2018 2019.
(if an f) Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name Holders of record of the Note (or one or more Predecessor Securities) is registered Notes at the close of business on the Regular Record January 1 immediately preceding each Interest Payment Date for such interest(each, a “regular record date”). The basis upon which interest shall be March 15calculated shall be that of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or September 26, June 152018, September 15, or December 15 (whether or not a Business Dayif no interest has been paid on the Notes), as to, but excluding. the case may be, next preceding such scheduled Interest Payment Date. This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the rulebook of the International Capital Market Association.
(g) The Depositary for the Global Notes shall be the common depositary on behalf of Euroclear and Clearstream.
(i) The Company initially appoints Elavon Financial Services DAC, UK Branch as paying agent with respect to the Notes pursuant to Section 3.04 of the Base Indenture until such time as the Paying Agent has resigned or a successor has been appointed. The Paying Agent hereby accepts such initial appointment, and the Company confirms that such initial appointment is acceptable to it. The Paying Agent shall have all of the rights, privileges, protections and immunities granted to the Trustee in the Indenture. Payment of the principal amount of (the Notes, and any premium, if any, on) and any such interest or Additional Amounts on the Notes Notes, will be made payable at the office of the Trustee located Paying Agent at Fifth Floor, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at until such other address time as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment designates an alternate place of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemptionpayment.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance The Paying Agent hereby agrees with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior subject to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices provisions of redemption shall contain the information set forth in Section 11.04 3.04 of the Base Indenture.:
(iiiA) Any exercise that it will hold all sums received by it as such Paying Agent for the payment of the Company’s option to redeem principal of or interest on, or Additional Amounts related to, the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, (whether such sums have been paid to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee it by the Company or any other obligor on the Notes) in trust for the benefit of the Holders of the Notes or of the Trustee;
(B) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on, or Additional Amounts related to, the Notes when the same shall be due and payable;
(C) that it will pay any such national securities exchange at sums so held in trust by it to the Trustee upon the Trustee’s request), written request at any time during the continuance of the failure referred to in each case, to the extent applicable.Section 1.01(h)(ii)(B) above; and
(vD) Unless the Company defaults in payment that it will perform all other duties of the Redemption Price, on and after Paying Agent as set forth in the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunderIndenture.
(i) The Notes shall not be subject to any sinking fund that are issued in a registered offering pursuant to Section 12.01 the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the Base IndentureTrustee, as hereinafter provided.
(j) The Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall be issuable bear the applicable legends set forth in denominations of $25 and integral multiples of $25 in excess thereofExhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(k) Holders The Notes shall be denominated in Euro and shall be issuable in minimum denominations of €100,000 or any integral multiple of €1,000 in excess thereof. If Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will not have be made in Dollars until Euro is again available to the option to have Company or so used. In such circumstances, the Notes repaid amount payable on any date in Euro will be converted into Dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the Stated Maturityrelevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any such payment in respect of the Notes so made in Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
(l) The Notes may be redeemed by the Company prior to the maturity date, as provided in Section 1.05.
(m) The Notes will not have the benefit of any sinking fund.
(n) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(o) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(p) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(q) The restrictive covenants set forth in Section 1.06 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.125% Floating Rate Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322018”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture“Initial Notes”) shall be $57,500,000€600,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case the “Additional Notes”) having the same ranking and terms (except for the same issue date, the offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires.
(c) . The aggregate principal amount of the Notes shall be unlimited. The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30August 9, 20232018. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purposes in London, initially, the Specified Office of the Paying Agent.
(da) The rate at which the Notes shall bear interest at a rate equivalent to the 3-month EURIBOR (the “Base Rate”) plus 0.450% per year, as calculated by the Calculation Agent; provided, however, that the minimum interest rate shall be 6.125% per annumzero. The date Notes will bear interest from which interest shall accrue on August 9, 2016 or from the Notes shall be October 5, 2018, or the most recent immediately preceding Interest Payment Date (as defined below) to which interest has been paid or duly provided for; the . Interest Payment Dates for on the Notes shall be March 30payable quarterly in arrears on February 9, June 30May 9, September 30, August 9 and December 30 November 9 of each yearyear (each, a “Interest Payment Date”), commencing December 30on November 9, 2018 (2016; provided, that, if an any Interest Payment Date falls on would be a day that is not a Business Day, then the applicable interest payment will such Interest Payment Date shall be made on the next succeeding day that is a Business Day (and no additional interest will accrue as a result of such delayed payment); or otherwise accumulate on the initial interest period will be amount payable for the period from and including October 5after such Interest Payment Date); except that if such next succeeding Business Day falls in the next succeeding calendar month, 2018such Interest Payment Date shall be the immediately preceding Business Day. The interest rate on the Notes will be reset quarterly on February 9, May 9, August 9 and November 9 of each year (each, an “Interest Reset Date”), commencing on November 9, 2016; provided, that, if any Interest Reset Date would be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding day that is a Business Day, except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The initial Base Rate for the Notes in effect from August 9, 2016 to, but excluding, the initial first Interest Payment Date, and the subsequent interest periods Reset Date will be the periods from and including 3-month EURIBOR in effect on August 5, 2016. The interest rate on the Notes will be determined on the second TARGET Business Day preceding the applicable Interest Reset Date (a “EURIBOR Interest Determination Date”). Interest on an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person Persons in whose name names the Note (or one or more Predecessor Securities) is Notes are registered on the Security Register at the close of business on the Regular Record Date for such interest, which regular record date. The regular record date shall be March 15the fifteenth calendar day, June 15, September 15, or December 15 (whether or not a Business Day), as immediately preceding the case may be, next preceding such related Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year and the actual number of twelve 30-day monthsdays in the period for which interest is being calculated.
(eb) The Base Rate that takes effect on any Interest Reset Date shall be equal to the interest rate for deposits in euros designated as “EURIBOR” and sponsored jointly by the European Banking Federation and ACI — the Financial Market Association (or any company established by the joint sponsors for purposes of compiling and publishing that rate) on each EURIBOR Interest Determination Date, and will be determined by the Calculation Agent in accordance with the following provisions:
(i) EURIBOR will be the offered rate for deposits in euros having a maturity of three months, as that rate appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date.
(ii) If the rate described in clause (i) above does not appear on Reuters Page ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by the Company: euro deposits having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The Company will request the principal Euro-Zone office of each of these banks to provide to the Paying Agent and Calculation Agent a quotation in writing of its rate. If at least two quotations are provided in writing, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean (rounded upwards in accordance with Section 1.2(3)(d) hereof) calculated by the Company of such quotations. The Company will ensure that the Calculation Agent is provided with appropriate contact details of the relevant personnel at each of the reference banks that the Calculation Agent will be requested to contact to provide such quotation of its rates.
(iii) If fewer than two quotations are provided as described in clause (ii) above, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading Euro-Zone banks quoted in writing, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by the Company: loans of euros having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time.
(iv) If fewer than three banks selected by the Company are quoting as described in clause (iii) above, EURIBOR shall be the EURIBOR then in effect on such EURIBOR Interest Determination Date (or, in the case of the first Interest Reset Date, EURIBOR shall be the initial Base Rate).
(c) Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the interest rate then in effect on the Notes and, if determined, the interest rate that will become effective on the next Interest Reset Date.
(d) All percentages resulting from any calculation with respect to the Notes will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)). All amounts used in or resulting from any calculation with respect to the Notes will be rounded upward or downward, as appropriate, to the nearest cent, in the case of euro amounts or U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than euro amounts or U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward.
(4) The Notes shall be initially issuable in global whole in the form (each such Noteof one or more registered Global Securities, a “Global Note”)without coupons, which shall be deposited with, or on behalf of, the applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of attached hereto as Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the NotesA, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and €100,000 or any integral multiples multiple of $25 €1,000 in excess thereof.
(k5) Holders Except as provided in Section 1.4, the Notes shall not be redeemable at the option of the Company prior to the maturity date.
(6) The Notes will shall not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l7) Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(8) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(9) The Notes are hereby designated not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
(11) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
(12) All payments of principal of, and interest (including Additional Amounts, if any) and premium (if any) on, the Notes shall be payable in euro; provided, however, that if, on or after August 2, 2016, euro is unavailable to the Company or, in the case of the Guarantee, the Guarantor due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or if the euro is no longer being used by the then member states of the European Economic and Monetary Union that have adopted the euro as “Senior Securities” their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes shall be made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantee, the Guarantor or so used. In such circumstances, the amount payable on any date in euro shall be converted by the Company into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars shall not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee, the Paying Agent nor the Calculation Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references elsewhere in the Indenture or the Notes to payments being made in euro notwithstanding, payments shall be made in U.S. dollars to the extent set forth in this Section 1.2(12).
(13) The Bank of New York Mellon, London Branch, shall initially act as the Paying Agent and the Calculation Agent in accordance with the terms of the Paying Agency Agreement and the Calculation Agency Agreement, respectively. The Company hereby initially designates the Specified Office of the Paying Agent as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange, and where notices to or demands upon the Company in respect of the Notes or the Indenture may be served. The Security Registrar for the Notes shall initially be the Trustee. Upon notice to the Trustee, the Company may at any time vary or terminate the appointment of any Paying Agent, Security Registrar or Calculation Agent, to appoint additional or other Paying Agents, Security Registrars or Calculation Agents and to approve any change in the office through which any Paying Agent, Security Registrar or Calculation Agent acts.
(14) In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the Business Day prior to the payment date of each Note, at such bank as the Paying Agent shall previously have notified the Company, in immediately available funds sufficient to meet all payments due on such Notes.
(15) Notwithstanding any other provision of this Supplemental Indenture, the Trustee and Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Supplemental Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee or Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.
(16) The Notes shall have the benefit of a Guarantee from the Guarantor on the terms set forth in Article XIV of the Base Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Senior Notes due 20232033.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, of or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000750,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October November 30, 20232033 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 6.1256.400% per annum. The , and the date from which interest shall accrue on the Notes shall be October 5November 1, 20182023, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, May 30 and December November 30 of each year, commencing December beginning May 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2024; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid paid, in immediately available funds, to the Person Persons in whose name names the Note Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March May 15 or November 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address office or agency of the Company as may be designated by the Trusteefor such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment each installment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest principal on the Notes will may at the Company’s option be computed on paid in immediately available funds by transfer to an account maintained by the basis of a 360-day year of twelve 30-day monthspayee located in the United States.
(e) The Notes shall be initially issuable in global whole in the registered form (each such Note, a “Global Note”). The of one or more Global Notes (without coupons), and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(gf) The Notes references to “30 days” in the first sentence of Section 1104 shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenturereplaced with “10 days.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.”
Appears in 1 contract
Sources: Twenty Second Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.125% Floating Rate Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322020”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture“Initial Notes”) shall be $57,500,000€600,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case the “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall be consolidated and together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires.
(c) ; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have separate ISIN and Common Code numbers. The aggregate principal amount of the Notes shall be unlimited. The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30August 7, 20232020. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purposes in London, initially, the Specified Office of the Paying Agent.
(da) The rate at which the Notes shall bear interest shall be 6.125at a rate equivalent to the 3-month EURIBOR (the “Base Rate”) plus 0.300% per annum, as calculated by the Calculation Agent; provided, however, that the minimum interest rate shall be zero. The date Notes will bear interest from August 8, 2018 or from the immediately preceding Interest Payment Date (as defined below) to which interest shall accrue has been paid. Interest on the Notes shall be October 5payable quarterly in arrears on February 7, May 7, August 7 and November 7 of each year (each, a “Interest Payment Date”), commencing on November 7, 2018; provided, or the most recent that, if any Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall would be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will such Interest Payment Date shall be made on the next succeeding day that is a Business Day (and no additional interest will accrue as a result of such delayed payment); or otherwise accumulate on the initial interest period will be amount payable for the period from and including October 5after such Interest Payment Date); except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. The interest rate on the Notes will be reset quarterly on February 7, May 7, August 7 and November 7 of each year (each, an “Interest Reset Date”), commencing on November 7, 2018; provided, that, if any Interest Reset Date would be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding day that is a Business Day, except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The initial Base Rate for the Notes in effect from August 8, 2018 to, but excluding, the initial first Interest Payment Date, and the subsequent interest periods Reset Date will be the periods from and including 3-month EURIBOR in effect on August 6, 2018. The interest rate on the Notes will be determined on the second TARGET2 Business Day preceding the applicable Interest Reset Date (a “EURIBOR Interest Determination Date”). Interest on an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person Persons in whose name names the Note (or one or more Predecessor Securities) is Notes are registered on the Security Register at the close of business on the Regular Record Date for such interest, which regular record date. The regular record date shall be March 15the fifteenth calendar day, June 15, September 15, or December 15 (whether or not a Business Day), as immediately preceding the case may be, next preceding such related Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year and the actual number of twelve 30-day monthsdays in the period for which interest is being calculated.
(eb) The Notes Base Rate that takes effect on any Interest Reset Date shall be initially issuable equal to the interest rate for deposits in global form (each such Note, a euro designated as “Global Note”). The Global Notes EURIBOR” and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made sponsored jointly by the Trustee European Banking Federation and ACI — the Financial Market Association (or any company established by the Security Registrarjoint sponsors for purposes of compiling and publishing that rate) on each EURIBOR Interest Determination Date, and will be determined by the Calculation Agent in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as followsfollowing provisions:
(i) The Notes EURIBOR will be redeemable the offered rate for deposits in whole or in part at any time or from time to euro having a maturity of three months, as that rate appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, at on the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemptionrelevant EURIBOR Interest Determination Date.
(ii) Notice If the rate described in clause (i) above does not appear on Reuters Page ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ will be determined on the basis of redemption shall be given the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by the Company: euro deposits having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The Company will request the principal Euro-Zone office of each of these banks to provide to the Paying Agent and Calculation Agent a quotation in writing and mailedof its rate. If at least two quotations are provided in writing, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as EURIBOR for such EURIBOR Interest Determination Date will be the Notes are registered to Cede & Co., such notice shall be given arithmetic mean (rounded upwards in accordance with Section 1.2(3)(d) hereof) calculated by the Trustee’s and Company of such quotations. The Company will ensure that the Depositary’s standard practices and procedures, to each Holder Calculation Agent is provided with appropriate contact details of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, relevant personnel at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 each of the Base Indenturereference banks that the Calculation Agent will be requested to contact to provide such quotation of its rates.
(iii) Any exercise If fewer than two quotations are provided as described in clause (ii) above, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading Euro-Zone banks quoted in writing, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by the Company’s option to redeem the Notes will be done : loans of euro having a maturity of three months beginning on such Interest Reset Date and in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicablea principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee fewer than three banks selected by the Company or are quoting as described in clause (iii) above, EURIBOR shall be the EURIBOR then in effect on such national securities exchange at the Trustee’s request)EURIBOR Interest Determination Date (or, in each casethe case of the first Interest Reset Date, EURIBOR shall be the initial Base Rate).
(c) Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the interest rate then in effect on the Notes and, if determined, the interest rate that will become effective on the next Interest Reset Date.
(d) All percentages resulting from any calculation with respect to the Notes will be rounded upward or downward, as appropriate, to the extent applicable.
next higher or lower one hundred-thousandth of a percentage point (ve.g., 9.876541% (or .09876541) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.being rounded down to
Appears in 1 contract
Sources: Second Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities Notes having the title “6.1251.400% Notes due 20232030.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,0001,500,000,000 (the “Initial Notes”). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, the “Additional Notes”) having the same ranking and the same interest rate, maturity Maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c3) The entire outstanding principal of the Notes shall be payable on October 30September 1, 20232030.
(d4) The rate at which the Notes shall bear interest shall be 6.1251.400% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from August 11, 2020. The Interest Payment Dates for the Notes shall be March 30, June 30, 1 and September 30, and December 30 1 of each year, commencing December 30beginning March 1, 2018 (if an 2021. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered Holders of record at the close of business on the Regular Record February 15 and August 15 prior to each Interest Payment Date for such interest(in connection with the Notes, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. All Dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this First Supplemental Indenture.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1253.300% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322022”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture“Initial Notes”) shall be $57,500,000800,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30February 15, 20232022.
(d4) The rate at which the Notes shall bear interest shall be 6.1253.300% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from November 14, 2014. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, February 15 and December 30 August 15 of each year, commencing December 30beginning February 15, 2018 (if an 2015, until the principal is paid or made available for payment. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record February 1 and August 1 prior to each Interest Payment Date for such interest(each, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or integral multiples of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenant set forth in Section 1.4 hereof shall be applicable to the Notes.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes There shall constitute be a series of Senior Securities having Notes designated the title “6.1256.625% Notes due 20232005” and a series of Notes designated the “6.875% Notes due 2008.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The aggregate principal amount of the 2005 Notes that may shall be initially authenticated limited to $100,000,000, and, except as provided herein, the Company shall not execute and delivered under the Indenture (Trustee shall not authenticate or deliver 2005 Notes in excess of such aggregate principal amount. The aggregate principal amount of the 2008 Notes shall be limited to $100,000,000, and, except for as provided herein, the Company shall not execute and the Trustee shall not authenticate or deliver 2008 Notes authenticated and delivered upon registration of, transfer ofin excess of such aggregate principal amount. Nothing contained in this Indenture, or in exchange forthe Notes, is intended to or in lieu of, other shall limit execution by the Company or authentication or delivery by the Trustee of Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the circumstances contemplated by Sections 303, 304, 305, 306, 906 and 1107 of this Indenture) shall be $57,500,000. Under The 2005 Notes will bear interest at a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent rate of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking 6.625% per annum and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing 2008 Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125at a rate of 6.875% per annum. The date annum in each case, from which interest shall accrue on February 23, 1998 or from the Notes shall be October 5, 2018, or the most recent immediately preceding Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be , payable semi-annually in arrears on March 30, June 30, 1 and September 30, and December 30 1 of each year, commencing December 30September 1, 2018 1998 (if each, an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial “Interest Payment Date”), and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, February 15 or December August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee”). Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
(e) . The interest so payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Person in whose name such Note is registered on the relevant Regular Record Date, and such defaulted interest shall instead be payable to the Person in whose name such Note is registered on the Special Record Date or other specified date determined in accordance with this Indenture. The 2005 Notes shall be initially issuable will mature on March 1, 2005 and the 2008 Notes will mature on March 1, 2008. The Initial 2005 Notes issued in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit Annex A to this Third Supplemental Indenture. Each hereto (including the Global Note shall represent legend affixed thereon) and the outstanding Initial 2005 Notes as issued in definitive form shall be specified therein substantially in the form of Annex A hereto (but without the Global Note legend attached thereto). The Initial 2008 Notes issued in global form shall be substantially in the form of Annex B hereto (including the Global Note legend affixed thereon) and each the Initial 2008 Notes issued in definitive form shall provide be substantially in the form of Annex B hereto (but without the Global Note legend attached thereto). The Exchange Notes issued in exchange for Initial 2005 Notes that it are issued in global form shall represent be substantially in the aggregate amount form of outstanding Annex C hereto (including the Global Note legend affixed thereon) and Exchange Notes from time to time endorsed thereon issued in exchange for Initial 2005 Notes that are issued in definitive form shall be substantially in the form of Annex C hereto (but without the Global Note legend attached thereto). The Exchange Notes that are issued in exchange for Initial 2008 Notes that are issued in global form shall be substantially in the form of Annex D hereto (including the Global Note legend affixed thereon) and Exchange Notes that are issued in exchange for Initial 2008 Notes that are issued in definitive form shall be substantially in the aggregate amount form of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsAnnex D hereto (but without the Global Note legend attached thereto). Any endorsement of Exchange Note that is a Global Private Exchange Note to reflect will include the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base IndentureRestricted Securities Legend affixed thereon.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Indenture (Carramerica Realty Corp)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The title of the Notes shall constitute a series of Senior Securities having the title be “6.125% Subordinated Tier 2 Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.2022”;
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall not initially exceed $2,250,000,000 (except for Notes authenticated and delivered upon registration of, transfer of, or as otherwise provided in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.);
(c) The entire outstanding principal of Principal on the Notes shall be payable on October 30December 15, 2023.2022;
(d) The rate at which the Notes shall be issued in global registered form on December 4, 2012 and shall bear interest shall be from December 4, 2012 at an annual rate of 6.125% per annum%, payable semi-annually in arrears on June 15 and December 15 in each year commencing June 15, 2013 (each, an “Interest Payment Date”). The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable first interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trusteefirst coupon. Interest on the Senior Notes will be computed calculated on the basis of a 360-day year divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 1st day monthsof each June and December, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Issuer’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes shall not be redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 4.12 of this First Supplemental Indenture. In connection with any redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 4.12 of this First Supplemental Indenture, the date referenced therein shall be November 27, 2012;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be initially issuable issued only in denominations of $2,000 and integral multiples of $1,000;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended and restated in Section 3.30 of this First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;
(m) The Notes shall be denominated in, and payments of principal and interest thereon shall be made in, U.S. Dollars;
(n) The payment of principal of and interest, if any, on the Notes shall be payable in the coin or currency of the United States of America;
(o) The payment of principal of and interest, if any, on the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (n) above, shall be the coin or currency of the United States of America;
(p) The Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) The Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Senior Notes are as set forth in Section 5.01 of the Base Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Sections 3.11 and 4.07 of this First Supplemental Indenture;
(t) The subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of this First Supplemental Indenture.
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each such Noteeach, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be ) substantially in the form of Exhibit A to this Third First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.;
Appears in 1 contract
Sources: First Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.875% Notes due 20232047.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000200,000,000 (or up to $230,000,000 aggregate principal amount if the underwriters’ overallotment option is exercised). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30April 15, 20232047.
(d) The rate at which the Notes shall bear interest shall be 6.1256.875% per annum. The ; the date from which interest shall accrue on the Notes shall be October 5March 28, 20182007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30January 15, June 30April 15, September 30July 15, and December 30 October 15 of each year, commencing December 30July 15, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2007; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securitiespredecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15January 1, June 15April 1, September 15July 1, or December 15 and October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trusteein New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day monthsNote registry.
(e) The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary so that the net payment by the Company or a paying agent of the principal of and interest on this Note to a person that is a non-U.S. holder, after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in respect of the Notes had no withholding or deduction been required; provided, however, that the foregoing obligation to pay additional amounts shall be initially issuable not apply:
(1) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor, beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, limited liability company or other fiscally transparent entity, or a person holding a power over an estate or trust administered by a fiduciary holder:
(a) is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in global form the United States or has or had a permanent establishment in the United States;
(each b) has or had any connection (other than the mere fact of ownership of a Note) with the United States, including, without limitation, being or having been a citizen or resident of the United States or being treated as being or having been a resident of the United States;
(c) is or was a foreign or domestic personal holding company, a passive foreign investment company, a controlled foreign corporation with respect to the United States, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax; or
(d) owns or owned 10% or more of the total combined voting power of all classes of stock of the Company;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary, partnership, limited liability company, or other fiscally transparent entity, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other person failed to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes (including the statement requirement of Section 871(h) or Section 881(c) of the Code) if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by the Company or a paying agent from the payment;
(5) to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge any paying agent (which term may include the Company) must withhold from any payment of principal of or interest on any Note, a “Global Note”)if such payment can be made without such withholding by any other paying agent; or
(8) in the case of any combination of the above items. The Global Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein, the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. In particular, the Company will not pay additional amounts on any Security: • where withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Council Directive 2003/48/EC of June 3, 2003 on the Trustee’s certificate taxation of authentication thereon shall be substantially savings income in the form of Exhibit A interest payments, or any law implementing or complying with, or introduced in order to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide conform to that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced directive; or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement • presented for payment by or on behalf of a Global Note beneficial owner who would have been able to reflect avoid the amount of any increase withholding or decrease deduction by presenting the relevant Security to another paying agent in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 a member state of the Base IndentureEuropean Union.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities Notes having the title “6.1252.400% Notes due 20232031.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,0001,000,000,000 (the “Initial Notes”). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal of the Notes shall be payable on October 30December 15, 20232031.
(d4) The rate at which the Notes shall bear interest shall be 6.1252.400% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from October 7, 2021. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing December 30beginning June 15, 2018 (if an 2022. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered Holders of record at the close of business on the Regular Record June 1 and December 1 prior to each Interest Payment Date for such interest(in connection with the Notes, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Fifth Supplemental Indenture.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a) The Notes shall constitute a separate series of Senior Securities under the Base Indenture having the title “6.1257.45% Senior Notes due 20232029.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the [●].
(c) The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be unlimited.
(d) Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes unless the context otherwise requires. In the above case, if any such Additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a different CUSIP number as the previously issued Notes, as applicable.
(ce) The entire outstanding principal of the Notes shall be payable on October 3015, 2023.
(d) 2029. The rate at which the Notes shall bear interest shall be 6.1257.45% per annumyear. The date from which interest shall accrue on the Notes shall be October 515, 20182017, or the most recent Interest Payment Date to which interest has been paid or provided for; the . The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, April 15 and December 30 October 15 of each year, commencing December 30beginning April 15, 2018 2018.
(if an f) Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name Holders of record of the Note (or one or more Predecessor Securities) is registered Notes at the close of business on the Regular Record April 1 and October 1 immediately preceding each Interest Payment Date for such interest, (each a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(eg) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Depositary for the Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes that are issued in a registered offering pursuant to the Securities Act shall be redeemable pursuant substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to Section 11.01 collectively herein as the “Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Base Indenture Company and authenticated by the Trustee as follows:
(i) hereinafter provided. The Notes will be redeemable in whole or in part at any time or aggregate principal amount of a Global Note may from time to time, at time be increased or decreased by adjustments made on the option records of the CompanyTrustee, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable as custodian for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailedDepositary or its nominee, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunderhereinafter provided.
(i) The Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenturerequired.
(j) The Notes shall be denominated in Dollars and shall be issuable in minimum denominations of $25 and 1,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k) Holders of The Notes may be redeemed by the Notes will not have the option to have the Notes repaid Company prior to the Stated Maturitymaturity date, as provided in Section 1.05.
(l) The Notes will not have the benefit of any sinking fund.
(m) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(n) The Notes will be direct, unconditional, senior unsecured and unsubordinated obligations of the Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any subordinated indebtedness the Company may incur.
(o) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(p) The restrictive covenants set forth in Section 1.06 shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities Notes having the title “6.1253.500% Notes due 20232027.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000 (the “Initial Notes”). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal of the Notes shall be payable on October 30June 15, 20232027.
(d4) The rate at which the Notes shall bear interest shall be 6.1253.500% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from June 8, 2017. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing beginning December 3015, 2018 (if an 2017. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered Holders of record at the close of business on the Regular Record June 1 and December 1 prior to each Interest Payment Date for such interest(in connection with the Notes, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Third Supplemental Indenture.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1252.950% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322026”.
(b2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,0001,200,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of NotesHolders, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30September 19, 20232026.
(d4) The rate at which the Notes shall bear interest shall be 6.1252.950% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from September 19, 2016. The Interest Payment Dates for the Notes shall be March 30, June 30, 19 and September 30, and December 30 19 of each year, commencing December 30beginning March 19, 2018 (if an 2017, until the principal is paid or made available for payment. Interest shall be payable in arrears on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record March 4 and September 4 prior to each Interest Payment Date for such interest(each, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on calculated for the Notes will shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(7) The Notes will shall not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The covenants set forth in Section 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to Stated Maturity on which the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the 2015 Notes shall be due and payable shall be February 15, 2015. The Stated Maturity on October 30, 2023.
(d) The rate at which the principal of the 2035 Notes shall be due and payable shall be February 15, 2035. The principal of the 2015 Notes shall bear interest shall be 6.125at the rate of 5.200% per annum. The date annum from which interest shall accrue on the Notes shall be October 5February 10, 2018, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the , payable semi-annually in arrears on February 15 and August 15 (each, an "Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of Date") in each year, commencing December 30August 15, 2018 (if an Interest Payment Date falls on a day that is not a Business Day2005, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person Persons in whose name names the Note 2015 Notes (or one or more Predecessor Securities) are registered at the close of business on the February 1 or August 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the 2015 Notes and any overdue installment of interest on the 2015 Notes shall, to the extent permitted by law, bear interest at the rate of 5.200% per annum. The principal of the 2035 Notes shall bear interest at the rate of 6.000% per annum from February 10, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on each Interest Payment Date, commencing August 15, 2005, to the Persons in whose names the 2035 Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for regardless of whether such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not Regular Record Date is a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of Any overdue principal of (and premium, if any, on) on the 2035 Notes and any such overdue installment of interest on the 2035 Notes will be made shall, to the extent permitted by law, bear interest at the office rate of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.1256.000% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trusteeper annum. Interest on the Notes will shall be computed calculated on the basis of a 360-day year of twelve 30-day months.
(e) . No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be initially issuable payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in global form (each such Notethe manner provided in Section 105 of the Original Indenture, a “Global Note”). The Global demands to or upon the Company in respect of the Notes and the Trustee’s certificate of authentication thereon may be served, shall be substantially the office or agency maintained by the Company for that purpose in the form Borough of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security RegistrarManhattan, in accordance with Sections 2.03 and 3.05 The City of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes which initially shall be the Trustee.
(g) office of the Trustee located at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration. The Notes shall be defeasible pursuant are subject to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, redemption at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, Company as provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Registerform of Notes attached hereto as Exhibit A and in the Indenture. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of a sinking fund.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The 2018 Notes shall constitute a separate series of Senior Securities Notes having the title “6.1251.850% Senior Notes due 2018” and the 2023 Notes shall constitute a separate series of Notes having the title “3.150% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032”.
(b2) The aggregate principal amount of the 2018 Notes (the “Initial 2018 Notes”) and the 2023 Notes (the “Initial 2023 Notes” and, together with the Initial 2018 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000 and $800,000,000, respectively. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional 2018 Notes (in any such case case, “Additional 2018 Notes”) or additional 2023 Notes (in any such case, “Additional 2023 Notes”) having the same ranking and the same interest rate, maturity and other terms as Initial 2018 Notes or the Initial 2023 Notes, as the case may be. Any Additional 2018 Notes and the existing Initial 2018 Notes will and any Additional 2023 Notes and the Initial 2023 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the relevant 2018 Notes herein shall include the Initial 2018 Notes and any Additional 2018 Notes and all references to the 2023 Notes shall include the Initial 2023 Notes and any Additional 2023 Notes, unless the context otherwise requires. The aggregate principal amount of each of the Additional 2018 Notes and Additional 2023 Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal amount of the 2018 Notes and 2023 Notes shall be payable on October 30January 15, 2018 and on January 15, 2023, respectively.
(d4) The rate at which the Notes shall bear interest shall be 6.1251.850% per annumyear for the 2018 Notes and 3.150% per year for the 2023 Notes. The date from which interest shall accrue on the 2018 Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from August 22, 2012. The Interest Payment Dates for the 2018 Notes shall be March 30, June 30, September 30, January 15 and December 30 July 15 of each year, commencing December 30beginning January 15, 2018 (if an 2013, until the principal is paid or made available for payment. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record December 31 and June 30 prior to each Interest Payment Date for such interest(in connection with the 2018 Notes, a “regular record date”). The date from which interest shall accrue on the 2023 Notes shall be March the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from August 22, 2012. The Interest Payment Dates for the 2023 Notes shall be January 15 and July 15 of each year, beginning January 15, June 152013, September 15, until the principal is paid or December 15 (whether or not a Business Day), as the case may be, next preceding such made available for payment. Interest shall be payable on each Interest Payment Date. Payment Date to the holders of principal record at the close of (and premium, if any, on) and any such interest business on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. December 31 and June 30 prior to each Interest Payment Date (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance connection with the procedures established by 2023 Notes, a “regular record date”). The Depository Trust Company and the Trustee. Interest on the Notes will basis upon which interest shall be computed on the basis calculated shall be that of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Registerform attached hereto as Exhibit A (2018 Notes) and Exhibit B (2023 Notes) the terms of which are herein incorporated by reference. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof, and the 2023 Notes must be redeemed, under certain circumstances, on the Special Mandatory Redemption Date, as provided in Section 1.3A hereof.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenant set forth in Section 1.4 hereof shall be applicable to the Notes.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities Notes having the title “6.1255.300% Notes due 20232035.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000500,000,000 (the “Initial Notes”). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if such Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal of the Notes shall be payable on October 30June 15, 20232035.
(d4) The rate at which the Notes shall bear interest shall be 6.1255.300% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from June 6, 2025. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing beginning December 3015, 2018 (if an 2025. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered Holders of record at the close of business on the Regular Record June 1 and December 1 prior to each Interest Payment Date for such interest(in connection with the Notes, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 of this Sixth Supplemental Indenture.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenants set forth in Section 1.5 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Senior Notes due 20232030.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, of or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000800,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October June 30, 20232030 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 6.1252.950% per annum. The , and the date from which interest shall accrue on the Notes shall be October 5December 16, 20182019, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 30 and December 30 of each year, commencing December beginning June 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2020; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid paid, in immediately available funds, to the Person Persons in whose name names the Note Notes (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, 15 or December 15 (whether or not a Business Day)15, as the case may be, next preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address office or agency of the Company as may be designated by the Trusteefor such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment each installment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest principal on the Notes will may at the Company’s option be computed on paid in immediately available funds by transfer to an account maintained by the basis of a 360-day year of twelve 30-day monthspayee located in the United States.
(e) The Notes shall be initially issuable in global whole in the registered form (each such Note, a “Global Note”). The of one or more Global Notes (without coupons), and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. .
(f) The Security Registrar with respect references to “30 days” in the Global Notes first sentence of Section 1104 shall be the Trusteereplaced with “15 days.”
(g) The Notes words “prior to the Par Call Date” shall be defeasible pursuant inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to Section 14.02 or Section 14.03 time” and immediately preceding the phrase “, the Securities of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indentureany series.”
(h) The Notes following sentence shall be redeemable pursuant to Section 11.01 inserted immediately following clause (b) of the Base Indenture and first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed, as follows:
(i) The Notes will be redeemable in a whole or in part at any time or in part from time to time, at the option of the Company, on or after October 30at least 15 days, 2021but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be being redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.”
(i) The Redemption Amount of Basis Points applicable to the Notes shall not be subject used to any sinking fund calculate the Redemption Price pursuant to Section 12.01 1108 of the Base Indenture.
(j) The Notes this Indenture shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof20 basis points.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Twentieth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1252.150% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322022”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture“Initial Notes”) shall be $57,500,000€500,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires.
(c) . The aggregate principal amount of the Notes shall be unlimited. The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30July 21, 20232022. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purposes in London, initially, the Specified Office of the London Paying Agent.
(d3) The rate at which the Notes shall bear interest shall be 6.1252.150% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from July 21, 2015. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 July 21 of each year, commencing December 30beginning July 21, 2018 (if an 2016, until the principal is paid or made available for payment. Interest shall be payable in arrears on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record Date for such interestJuly 6 prior to each Interest Payment Date, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding be (each such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trusteedate being a “regular record date”). Interest on the Notes will notes shall be computed on the basis of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year of twelve 30-day monthscount convention.
(e4) The Notes shall be initially issuable in global whole in the form (each such Noteof one or more registered Global Securities, a “Global Note”)which shall be deposited with, or on behalf of, the applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of attached hereto as Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the NotesA, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and €100,000 or any integral multiples multiple of $25 €1,000 in excess thereof.
(k5) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(6) The Notes shall not have the benefit of any sinking fund.
(7) Except as provided herein, the holders of the Notes will not shall have no special rights in addition to those provided in the option to have Base Indenture upon the Notes repaid prior to the Stated Maturityoccurrence of any particular events.
(l8) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(9) The Notes are hereby designated not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 1.4 hereof shall be applicable to the Notes.
(11) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes, except that the first paragraph of Section 2.05(c) shall be modified with respect to the Notes as “Senior follows: A Global Security may not be transferred except as a whole by the Common Depositary for the Notes to a nominee of such Common Depositary, by a nominee of such Common Depositary to such Common Depositary or to another nominee of such Common Depositary or by such Common Depositary or any such nominee to a successor Common Depositary for the Notes or a nominee of such successor Common Depositary. If at any time the Common Depositary notifies the Company that it is unwilling, unable or no longer qualified to continue as Common Depositary for the Notes and a successor Common Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the provisions of Section 2.11 of the Base Indenture shall no longer be applicable to the Notes. In addition, (i) if the Company at any time notifies the Trustee in writing that the Notes shall no longer be represented by a Global Security, the provisions of Section 2.11 of the Base Indenture shall no longer apply to the Notes and (ii) if the Trustee so requests, upon an Event of Default, the Notes shall no longer be represented by a Global Security and the provisions of Section 2.11 of the Base Indenture shall no longer apply to the Notes. In any such event the Company shall execute Notes in the form of Definitive Securities in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof, and in an aggregate principal amount equal to the principal amount of the Global Security representing such Notes and, subject to Section 2.05 of the Base Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, if applicable, shall authenticate and deliver such Definitive Securities in exchange for such Global Security. Upon the exchange of the Global Security of such Definitive Securities” , the Global Security shall be canceled by the Trustee. Such Definitive Securities shall be registered in such names and in such authorized denominations as the Common Depositary, pursuant to instructions from its Participants or indirect participants or otherwise, shall in writing instruct the Trustee. The Trustee shall deliver the Notes to the Common Depositary for delivery to the Persons in whose names the Notes are so registered.
(12) All payments of principal of, and interest (including Additional Amounts, if any) and premium (if any) on, the Notes shall be payable in euro; provided, however, that if, on or after July 16, 2015, euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes shall be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable on any date in euro shall be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars shall not constitute an event of default under the Notes and the Indenture. Neither the Trustee nor the London Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Any references elsewhere in the Indenture or the Notes to payments being made in euro notwithstanding shall be made in U.S. dollars to the extent set forth in this Section 1.2(12).
(13) The London Paying Agent for the Notes shall initially be The Bank of New York Mellon, London Branch. The Company hereby initially designates the Specified Office of the London Paying Agent as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange, and where notices to or demands upon the Company in respect of the Notes or the Indenture may be served. The Security Registrar for the Notes shall initially be The Bank of New York Mellon, London Branch. The Company reserves the right at any time to vary or terminate the appointment of any London Paying Agent or Security Registrar, to appoint additional or other London Paying Agents or Security Registrars and to approve any change in the office through which any Paying Agent or Security Registrar acts.
(14) In order to provide for all payments due on the Notes as the same shall become due, the Company shall cause to be paid to the London Paying Agent, no later than 10:00 a.m. London time on the Business Day prior the payment date of each Note, at such bank as the London Paying Agent shall previously have notified to the Company, in immediately available funds sufficient to meet all payments due on such Notes.
(15) Notwithstanding any other provision of this Supplemental Indenture, the Trustee and London Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Supplemental Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee or London Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to of the Notes are hereby establishedshall be as follows:
(a) The the Securities to be issued under the Indenture and this First Supplemental Indenture shall be the Notes and shall be designated as the " Notes Due May 15, 2004";
(b) the Notes shall constitute a single series of Senior the Securities having under the title “6.125% Indenture, which series is limited in aggregate principal amount to $450,000,000, of which Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The in the aggregate principal amount of the Notes that $325,000,000 are being issued pursuant to this First Supplemental Indenture. Notwithstanding any other provision hereof, this First Supplemental Indenture may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, amended or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, supplemented without the consent of the Holders for the purpose of Notes, issue issuing additional Notes (in any securities up to such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresmaximum aggregate principal amount of $450,000,000.
(c) The entire outstanding principal interest on each of the Notes shall be payable on October 30(i), 2023.
until the adjustment (d) The specified in Section 8), if any, at the rate at which per annum specified in the Notes shall bear and (ii) from and after the date of the adjustment (specified in Section 8), if any, at the Applicable Annual Interest Rate. Such interest shall will be 6.125% per annum. The payable from and after the date from which interest shall accrue on of issuance of the Notes shall be October 5, 2018Notes, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be March 30, June 30semi-annually, September 30, on May 15 and December 30 of November 15 in each year, commencing December 30on November 15, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day 1999 and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the provided for in Section 8 hereof. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, Date will be paid to the Person in whose name the such Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, the May 1 or December 15 November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment Any interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such a Holder and shall be paid by the Company as provided in Section 307 of the Indenture;
(d) the Notes shall be subject to an interest rate adjustment as provided in Section 8 hereof;
(e) principal on the notes shall be payable on May 15, 2004 ("Maturity") unless earlier redeemed, repurchased or accelerated;
(f) the Notes shall be guaranteed by Citizens Guarantor and/or Citizens Newco Guarantor, as applicable, as provided in Sections 6 and 7 hereof;
(g) some or all of the Notes shall be repurchased by the Company at the option of the holder as provided in Section 4 hereof;
(h) some or all of the Notes may be redeemed by the Company as provided in Section 5 hereof;
(i) as provided in Sections 1301, 1302, 1303 and 1304 of the Indenture, the Company may terminate its obligations under the Notes, the Indenture and this First Supplemental Indenture with respect to the Notes and may omit to comply with any term, provision or condition or any obligation of the Company contemplated by this First Supplemental Indenture. Upon the Company's exercise of the option to effect defeasance under Sections 1302, 1303 and 1304 of the Indenture and the effectiveness of such defeasance in accordance with and subject to the applicable terms of Sections 1302, 1303 and 1304 of the Indenture, the Company and the then current Guarantor or Guarantors shall each be released from all of its obligations with respect to the Notes, the Indenture and the First Supplemental Indenture as provided in Section 1302, 1303 or 1304, as the case may be, except for those provisions identified in Article XIII of the Indenture as not subject to covenant defeasance and those provisions which the Company elects to comply with and not to make the subject of a covenant defeasance in an Officer's Certificate delivered to the Trustee;
(j) unless otherwise provided with respect to a Book- Entry Security or pursuant to any successor book-entry security system or similar system, payments of interest will be made by check mailed to the Holder of each Note at the address shown in the Security Register or, at the option of the Holder, to such other place in the United States of America as the Holder shall designate to the Trustee in writing. The principal amount of the Notes will be paid at Maturity by check against presentation of the Notes at the office or agency of Citibank, N.A., as Trustee, in New York, New York, or such other address in New York, New York, as the Trustee shall designate by written notice to the Holders of the Notes;
(k) the Notes shall be issued in registered form only and in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000;
(l) principal of (and premium, if any, on) and any such interest on the Notes will shall be made at payable in the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as America, which, at the time of payment payment, is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that ;
(m) so long as the any Notes are registered to in the name of Cede & Co., or any other nominee of The Depository Trust Company ("DTC"), and are intended to be Book-Entry Securities, the provisions of Section 311 of the Indenture shall apply to such payment will Notes. Thereafter the Notes may be made subjected to the requirements of a successor book-entry securities system that may be adopted by wire transfer the Company in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 provisions of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base this First Supplemental Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.;
Appears in 1 contract
Sources: First Supplemental Indenture (Electric Lightwave Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1253.375% Notes due 20232027.” The Notes shall bear a CUSIP number of 872438 403 ▇▇▇▇▇▇ ▇▇▇ and an ISIN number of US8724384032US427096AJ17.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000350,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30January 20, 20232027, unless earlier redeemed or repurchased in accordance with the provisions of this Eighth Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1253.375% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5January 20, 20182022, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, January 20 and December 30 July 20 of each year, commencing December 30July 20, 2018 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5January 20, 20182022, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, January 5 or December 15 July 5 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇ ▇▇▇▇, MN 55107▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL CreditHercules Capital, Inc. (6.1253.375% Notes Due 20232027) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Eighth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 10.08 and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable redeemable, in whole or in part part, at any time time, or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:
(1) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty or
(302) nor more than sixty the sum of the present values of the remaining scheduled payments of principal and interest (60) days prior exclusive of accrued and unpaid interest to the Redemption Date, at ) on the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points; provided, however, that if the Company redeems any Notes on or after December 20, 2026, the Redemption Price for the Notes will be equal to 100% of the Indenture and the Investment Company Act and the rules principal amount of any national securities exchange or quotation system on which the Notes are listed (which rules will to be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)redeemed, in each caseplus accrued and unpaid interest, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Priceif any, on and after to, but excluding, the Redemption Date, interest will cease to accrue on . For purposes of calculating the Notes called for Redemption Price in connection with the redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of Notes, on any Redemption Date, the Notes will not following terms have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.meanings set forth below:
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Hercules Capital, Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1253.000% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032”.
(b2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,0001,000,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30April 15, 2023.
(d4) The rate at which the Notes shall bear interest shall be 6.1253.000% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from April 13, 2016. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, April 15 and December 30 October 15 of each year, commencing December 30beginning October 15, 2018 (if an 2016, until the principal is paid or made available for payment. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record April 1 and October 1 prior to each Interest Payment Date for such interest(each, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on calculated for the Notes will shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Registerform attached hereto as Exhibit A the terms of which are herein incorporated by reference. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenant set forth in Section 1.4 hereof shall be applicable to the Notes.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of Senior Securities having the title “6.1254.00% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322015”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 Securities of the Base Indenture, and except for any Securities that, series pursuant to Section 3.03 304, 305, 306, 906 or 1108 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited to $57,500,000450,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to timemay, without the consent of the Holders of NotesHolders, create and issue additional Notes (in any such case the “Additional Notes”) having ranking equally with the same ranking Notes and otherwise similar in all respects so that the same interest rate, maturity Additional Notes shall be consolidated and other terms as form a single series with the Notes. Any The Company may not issue Additional Notes if an Event of Default shall occur and the existing Notes will constitute a single series under the Indenture and all references be continuing with respect to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresNotes.
(c3) The entire outstanding principal of the Notes Interest on any Note shall be payable on October 30, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid only to the Person in whose name the that Note (or one or more Predecessor Securitiespredecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be March the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, June 15, September 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or December 15 (whether or not a Business Day), as July 1 preceding the case may be, next preceding such applicable Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will basis upon which interest shall be computed on the basis calculated shall be that of a 360-day year consisting of twelve 30-day months.
(e6) [Reserved]
(7) The Notes shall may be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part redeemed at any time or from time to time, at the option of the Company, on in whole or after October 30, 2021in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Holder’s address appearing Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Security RegisterIndenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. All notices Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall contain specify, among other items, which Notes shall be redeemed, the information set forth in Section 11.04 Redemption Date, the Redemption Price, and the principal amount of the Base Indenture.
Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (iiior such shorter period as is satisfactory to the Trustee) Any exercise of the Company’s option to redeem aggregate principal amount of the Notes will to be done in compliance with redeemed and their Redemption Date. If less than all the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only Notes of a portion of the Notes, the Trustee will determine the method for selecting the particular Notes series are to be redeemed, the Trustee shall select, in accordance with Section 11.03 such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders outstanding principal amount of the Notes will not have of a series in part only, a new Note (or Notes) for the option to have amount of the Notes repaid prior unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.Notes:
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The title of the Notes shall constitute a series of Senior Securities having the title be “6.1256.100% Subordinated Tier 2 Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”;
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall not initially exceed $1,000,000,000 (except for Notes authenticated and delivered upon registration of, transfer of, or as otherwise provided in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.);
(c) The entire outstanding principal of Principal on the Notes shall be payable on October 30June 10, 2023.;
(d) The rate at which the Notes shall be issued in global registered form on June 10, 2013; and shall bear interest shall be 6.125% per annum. The date from which interest shall accrue June 10, 2013 at an annual rate of 6.100%, payable semi-annually in arrears on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 10 and December 30 of 10 in each year, year commencing December 3010, 2018 2013 (if each, an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial “Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day”), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed calculated on the basis of a 360-day year divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 26th day monthsof each May and November, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes shall not be redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.13 of this Second Supplemental Indenture. In connection with any redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.13 of this Second Supplemental Indenture, the date referenced therein shall be June 3, 2013;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be initially issuable issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;
(m) The Notes shall be denominated in U.S. Dollars;
(n) The payment of principal of and interest, if any, on the Notes shall be payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (n) above, shall be U.S. Dollars;
(p) The Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Base Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.07 of this Second Supplemental Indenture;
(t) The subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each such Noteeach, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be ) substantially in the form of Exhibit A to this Third Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.85% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322012”.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000550,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30August 1, 20232012.
(d) The rate at which the Notes shall bear interest shall be 6.1256.85% per annum, subject to adjustment as described herein. The date from which interest shall accrue on the Notes shall be October 5July 19, 20182007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, February 1 and December 30 August 1 of each year, commencing December 30February 1, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be2008; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securitiespredecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, January 15 or December July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office Corporate Trust Office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Eastin Wilmington, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the TrusteeDelaware, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day monthsNote registry.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole or in part in the form of Exhibit A to this Third Supplemental Indenture. Each one or more Global Note shall represent Securities and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(gf) The Notes shall be defeasible pursuant to Section 14.02 or 13.02 and/or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 13.03 of the Base Indenture.
(iiig) Any exercise of the Company’s option to redeem The interest rate payable on the Notes will be done in compliance with subject to adjustment from time to time if at least two Rating Agencies downgrades (or subsequently upgrades) the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, debt rating assigned to the extent Notes (a “rating”) as set forth below:
(i) If the ratings from at least two Rating Agencies are decreased to ratings set forth in the immediately following table, the initial interest rate on the Notes will increase from the initial interest rate by each of the percentages set forth opposite the two ratings: BB+ 0.25% BB+ 0.25% Ba1 0.25% BB 0.50% BB 0.50% Ba2 0.50% BB- 0.75% BB- 0.75% Ba3 0.75% B+ or below 1.00% B+ or below 1.00% B1 or below 1.00%
(ii) If at least two Rating Agencies subsequently increase their ratings of the Notes to any of the ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the applicable initial interest rate set forth on the first page of this First Supplemental Indenture plus (if applicable) each of the percentages set forth opposite the ratings from the table above in effect immediately following the increase.
(iii) Each adjustment required by any decrease or increase in the ratings set forth above shall be made independent of any and all other adjustments, provided that if the ratings from three Rating Agencies are decreased to ratings set forth in the table above, then only the lowest two of the three ratings shall be utilized for such adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the initial interest rate set forth on the first page of this First Supplemental Indenture or (2) the total increase in the interest rate on the Notes exceed 2.00% above the initial interest rate set forth on the first page of this Supplemental Indenture.
(iv) If the Company elects at least two Rating Agencies cease to redeem only a portion of provide ratings for the Notes, any subsequent increase or decrease in the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 interest rate of the Indenture and Notes necessitated by a reduction or increase in the Investment Company Act and rating by the rules Rating Agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of any national securities exchange or quotation system on which the Notes are listed (which rules shall be made solely as a result of two Rating Agencies ceasing to provide a rating. If all of the Rating Agencies cease to provide a rating, the interest rate on the Notes will be certified to increase to, or remain at, as the Trustee by case may be, 2.00% above the Company or such national securities exchange at initial interest rates set forth on the Trustee’s request), in each case, to the extent applicablefirst page of this First Supplemental Indenture.
(v) Unless Any interest rate increase or decrease, as described above, will take effect from the Company defaults in payment first day of the Redemption Priceinterest period during which a rating change requires an adjustment in the interest rate. If the interest rate adjusts up and then subsequently adjusts down during the same interest period, on and after the Redemption Date, interest will cease to accrue rate shall be determined based on the Notes called for redemption hereunderratings in effect at the end of the interest period.
(ivi) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not following defined terms have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.following meanings:
Appears in 1 contract
Sources: First Supplemental Indenture (American Capital, LTD)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1252.600% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322029”.
(b2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000900,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of NotesHolders, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and terms (except for the same issue date, offering price and, if applicable, the first interest rate, maturity and other terms payment date) as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all Indenture; provided that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall not have the same CUSIP or ISIN numbers as the Initial Notes. All references to the relevant Notes herein shall include both the Initial Notes and any Additional Notes Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal amount of the Notes shall be payable on October 301, 20232029.
(d4) The rate at which the Notes shall bear interest shall be 6.1252.600% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from October 8, 2019. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, April 1 and December 30 October 1 of each year, commencing December 30beginning on April 1, 2018 (if an 2020, until the principal is paid or made available for payment. Interest shall be payable in arrears on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, 17 and September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding 16 prior to each such Interest Payment DateDate (each, a “regular record date”). Payment of principal of (and premium, if any, on) and any such The basis upon which interest on shall be calculated for the Notes will shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(7) The Notes will shall not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The covenants set forth in Section 1.4 hereof shall be applicable to the Notes.
(12) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities having the title “6.1254.800% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322029”.
(b2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000700,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders holders of Notes, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that unless such Additional Notes are issued pursuant to a “qualified reopening” of the Initial Notes, are otherwise treated as part of the same “issue” of debt instruments as the Initial Notes or are issued with no more than a de minimis amount of original discount, in each case, for U.S. federal income tax purposes, the Additional Notes shall have a separate CUSIP number or no CUSIP number. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c3) The entire outstanding Outstanding principal of the Notes shall be payable on October 30June 15, 20232029.
(d4) The rate at which the Notes shall bear interest shall be 6.1254.800% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from June 11, 2024. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing beginning December 3015, 2018 (if an 2024. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record June 1 and December 1 prior to each Interest Payment Date for such interest, (a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(e5) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k6) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(7) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l8) Except as provided herein, the holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(9) The Notes will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(10) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(11) The restrictive covenant set forth in Section 1.4 hereof shall be applicable to the Notes.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1254.75% Notes due 20232022.” The Notes offered and sold to QIBs in reliance on Rule 144A shall bear a CUSIP number of 872438 403 12325J AB7 and an ISIN number of US8724384032US12325JAB70 and the Notes offered and sold to IAIs under Rule 501(a)(1),(2),(3) or (7) under the Securities Act shall bear a CUSIP number of 12325J AC5 and an ISIN number of US12325JAC53.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06, 11.07 906 or 13.05 1107 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000unlimited. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October December 30, 20232022.
(d) The rate at which the Notes shall bear interest shall be 6.1254.75% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5December 19, 20182017, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 30 and December 30 of each year, commencing December June 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5December 19, 20182017, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, 15 or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee Company located at 9 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇ ▇▇▇▇, MN 55107▇▇▇ ▇▇▇▇, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or ▇▇ ▇▇▇▇▇ and at such other address as designated by the TrusteeCompany, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes offered and sold to QIBs in reliance on Rule 144A shall be initially issuable in global form (each such Note, a “144A Global Note”). The Global Notes and ) which, along with the Trustee’s certificate of authentication thereon for such 144A Global Note, shall be substantially in the form of Exhibit A to this Third First Supplemental Indenture. The Notes offered and sold to IAIs under Rule 501(a)(1),(2),(3) or (7) under the Securities Act shall be initially issuable in global form (each such Note, a “IAI Global Note,” together with each 144A Global Notes, the “Global Notes”) which, along with the Trustee’s certificate of authentication for such IAI Global Note, shall be substantially in the form of Exhibit B to this First Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary depository for such Global Notes (the “DepositaryDepository”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1302 or Section 14.03 1303 of the Base Indenture. Covenant defeasance contained in Section 14.03 1303 of the Base Indenture shall apply to the covenants contained in Sections 10.061005, 10.081006, and 10.09 1007 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October November 30, 20212022, at a redemption price equal to 100% of the outstanding principal amount thereof of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable for to, but excluding the then-current quarterly interest period accrued to but not including the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each caseAct, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenturefund.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Business Development Corp of America)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a separate series of Senior Securities Notes having the title “6.1252.000% Senior Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322025”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture“Initial Notes”) shall be $57,500,000€640,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the existing Initial Notes will shall together constitute a single series under the Indenture and all references to the relevant Notes herein shall include both the Initial Notes and the Additional Notes Notes, unless the context otherwise requires.
(c) . The aggregate principal amount of the Notes shall be unlimited. The entire outstanding Outstanding principal amount of the Notes shall be payable on October 30April 15, 20232025. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purposes in London, initially, the Specified Office of the London Paying Agent.
(d3) The rate at which the Notes shall bear interest shall be 6.1252.000% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from November 24, 2014. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 April 15 of each year, commencing December 30beginning April 15, 2018 (if an 2015, until the principal is paid or made available for payment. Interest shall be payable in arrears on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered holders of record at the close of business on the Regular Record Date for such interestApril 1 prior to each Interest Payment Date, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding be (each such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trusteedate being a “regular record date”). Interest on the Notes will notes shall be computed on the basis of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year of twelve 30-day monthscount convention.
(e4) The Notes shall be initially issuable in global whole in the form (each such Noteof one or more registered Global Securities, a “Global Note”)which shall be deposited with, or on behalf of, the applicable Depositary and shall be registered in the name of the Common Depositary for, and in respect of interests held through, the applicable Depositary. The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of attached hereto as Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the NotesA, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and €100,000 or any integral multiples multiple of $25 €1,000 in excess thereof.
(k5) Holders The Notes may be redeemed at the option of the Company prior to the maturity date, as provided in Section 1.3 hereof.
(6) The Notes shall not have the benefit of any sinking fund.
(7) Except as provided herein, the holders of the Notes will not shall have no special rights in addition to those provided in the option to have Base Indenture upon the Notes repaid prior to the Stated Maturityoccurrence of any particular events.
(l8) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(9) The Notes are hereby designated not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 1.4 hereof shall be applicable to the Notes.
(11) The transfer and exchange provisions set forth in Section 2.05 of the Base Indenture shall be applicable to the Notes, except that the first paragraph of Section 2.05(c) shall be modified with respect to the Notes as “Senior Securities” under the Indenture.follows:
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1259.875% Fixed Rate Senior Notes due 2023.” 2028”. The Notes shall bear a CUSIP number of 872438 403 00258Y 203 and an ISIN number of US8724384032US00258Y2037, as may be supplemented or replaced from time to time.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.043.4, 3.053.5, 3.063.6, 9.06, 11.07 or 13.05 9.6 and 11.7 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00035,650,000 aggregate principal amount. Under a Board Resolution, Officers’ Certificate pursuant to a Board Resolutions Resolution or a Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case case, “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes will shall constitute a single series under the Indenture Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30November 15, 20232028, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.1259.875% per annum. The date from which interest shall accrue on the Notes shall be October 5November 10, 20182023, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30February 15, June 30May 15, September 30, August 15 and December 30 November 15 of each year, commencing December 30on February 15, 2018 2024 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will shall be made on the next succeeding Business Day and no additional interest will shall accrue as a result of such delayed payment); the initial interest period will shall be the period from and including October 5November 10, 20182023, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will shall be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will shall be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15February 1, June 15May 1, September 15, or December 15 August 1 and November 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N▇, ▇▇. ▇▇▇ ▇▇▇; ▇▇▇▇▇▇▇▇▇, MN 55107, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. Global Corporate Trust Services (6.1259.875% Fixed Rate Senior Notes Due 2023) 2028), or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that that, at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided. further, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York, New York, on the date when such amount is due and payable and as further set forth in Section 10.1 of the Base Indenture; provided, further, however, that that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company DTC and the Trustee. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third First Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a new Global Note to reflect reflecting the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 Section 11.7 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New YorkDTC. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 11.1 of the Base Indenture and as follows:
(i) The Notes will shall be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30February 15, 20212027, at a redemption price Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemptionRedemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, sent to each Holder of the Notes to be redeemed, not less than thirty fifteen (3015) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security RegisterRegister or in the case of Global Notes, in accordance with the applicable procedures of the Depository. All notices of redemption shall contain the information set forth in Section 11.04 11.4 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will shall be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicableIndenture.
(iv) If the Company elects to redeem only a portion of the NotesNotes by partial redemption, the Trustee will determine the method for selecting the particular Notes to be redeemed, redeemed shall be selected in accordance with Section 11.03 applicable rules and procedures of the Indenture Depository, or in the case of certificated notes, any other method in accordance with the policies and the Investment Company Act and the rules procedures of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, Date interest will shall cease to accrue on the Notes called for redemption hereunder.
(ih) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 Article XII of the Base Indenture.
(ji) The Notes shall be issuable in minimum denominations of $25 and integral multiples of $25 in excess thereof.
(kj) Holders of the Notes will shall not have the option to have the Notes repaid prior to the Stated Maturity, except in accordance with this Section 1.1(j) in connection with a Change of Control Repurchase Event.
(li) If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has provided notice of the redemption of the Notes pursuant to Section 1.1(g) hereof, each Holder of Notes will have the right to require the Company to purchase some or all (in minimum principal amounts of $25 or an integral multiple of $25 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”).
(ii) If a Change of Control Offer is required, within 20 days following a Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control Repurchase Event, but after the public announcement of a Change of Control Repurchase Event, the Company will deliver a notice in a manner provided in Section 1.1 hereof to each Holder (with a copy to the Trustee and the Paying Agent, if other than the Trustee) describing the Change of Control Repurchase Event and offering to repurchase Notes on a specified date (the “Change of Control Payment Date”) at a cash price of 100% of the principal amount of any Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”) (subject to the right of Holders at the close of business on the relevant record date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Payment Date). The Change of Control Payment Date will be no earlier than twenty (20) days and no later than thirty-five (35) days from the date the notice is sent. Among other things, such notice shall state that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with any form specified in such notice, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Global Note and provide the information required in accordance with the Applicable Procedures) prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Change of Control Offer shall, if given prior to the date of consummation of the Change of Control Repurchase Event, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date specified in the Change of Control Offer.
(iii) On the Change of Control Payment Date, the Company will, to the extent lawful:
(A) accept for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(B) deposit the Change of Control Payment with the Paying Agent in respect of all Notes so accepted; and
(C) deliver to the Trustee the Notes accepted and an Officers’ Certificate stating the aggregate principal amount of all Notes repurchased by the Company and requesting that such Notes be cancelled.
(iv) The Paying Agent will promptly send to each Holder of Notes are hereby designated as “Senior Securities” properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and send, or cause to be transferred by book-entry, to each Holder a new Note in principal amount equal to any unrepurchased portion of the Notes surrendered; provided that each new Note will be in a minimum principal amount of $25 and integral multiples of $25 in excess thereof.
(v) The Company will comply with the requirements of Rule 14e-1 under the IndentureExchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of this Section 1.1(j), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 1.1(j) by virtue of that compliance.
(vi) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1.1(j) applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) the Company has given notice of redemption pursuant to Section 1.1 hereof prior to the occurrence of the Change of Control Repurchase Event. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, subject to one or more conditions precedent, including, but not limited to, the consummation of such Change of Control, if a definitive agreement is in place for the transaction that will give rise to a Change of Control Repurchase Event at the time the Change of Control Offer is made.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby establishedestablished pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Notes shall constitute a series of Senior Securities having the title be “6.1255.125% Subordinated Tier 2 Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.2024”;
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall not initially exceed $2,250,000,000 (except for Notes authenticated and delivered upon registration of, transfer of, or as otherwise provided in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.);
(c) The entire outstanding principal of Principal on the Notes shall be payable on October 30May 28, 2023.2024;
(d) The rate at which the Notes shall be issued in global registered form on May 28, 2014; and shall bear interest shall be 6.125% per annum. The date from which interest shall accrue May 28, 2014 at an annual rate of 5.125%, payable semi-annually in arrears on the Notes shall be October 5May 28 and November 28 in each year commencing on November 28, 20182014 (each, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial “Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day”), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed calculated on the basis of a 360-day year divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 14th day monthsof each May and November, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes shall not be redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.15 of this Fourth Supplemental Indenture. In connection with any redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.15 of this Fourth Supplemental Indenture, the date referenced therein shall be May 21, 2014;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be initially issuable issued only in denominations of $100,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company;
(m) The Notes shall be denominated in U.S. Dollars;
(n) The payment of principal of and interest, if any, on the Notes shall be payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (n) above, shall be U.S. Dollars;
(p) The Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Base Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.08 of this Fourth Supplemental Indenture;
(t) The subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each such Noteeach, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be ) substantially in the form of Exhibit A to this Third Fourth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(a1) The Notes shall constitute a series of Senior Securities Notes having the title “6.1254.750% Senior Notes due 20232024.” ”
(2) The Notes shall bear be issued at a CUSIP number price of 872438 403 one hundred percent (100%) of the principal amount thereof, other than any offering discounts pursuant to the initial offering and an ISIN number resale of US8724384032the Notes.
(b3) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000400,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue price, the issue date and, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes) as the Initial Notes. Any Additional Notes and the existing Notes will Initial Notes, shall each constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Initial Notes and any Additional Notes Notes, unless the context otherwise requires; provided that if the Additional Notes are not fungible with the Initial Notes, for U.S. federal income tax purposes, the applicable Additional Notes, will not to be of the same series and will have one or more separate CUSIP numbers. The aggregate principal amount of each of the Additional Notes shall be unlimited.
(c4) The entire outstanding principal of the Notes shall be payable on October 30December 1, 20232024.
(d5) The rate at which the Notes shall bear interest shall be 6.1254.750% per annumyear. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the for or, if no interest has been paid, from November 24, 2014. The Interest Payment Dates for the Notes shall be March 30, December 1 and June 30, September 30, and December 30 1 of each year, commencing December 30beginning June 1, 2018 (if an 2015. Interest shall be payable on each Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered Holders of record at the close of business on the Regular Record November 15 and May 15 prior to each Interest Payment Date for such interest(in connection with the Notes, a “regular record date”). The basis upon which interest shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will calculated shall be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. All dollar amounts resulting from the calculation of interest shall be rounded to the nearest cent.
(e6) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially whole in the form of Exhibit A to this Third Supplemental Indenture. Each one or more registered Global Note shall represent Securities, and the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary Depository for such Global Notes (the “Depositary”) Securities shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing substantially in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notesform attached hereto as Exhibit A, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 terms of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee herein incorporated by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) reference. The Notes shall be issuable in denominations of $25 and 2,000 or any integral multiples multiple of $25 1,000 in excess thereof.
(k7) Holders The Notes may be redeemed at the option of the Company prior to the Stated Maturity, as provided in Section 1.3 1.4 of this First Supplemental Indenture.
(8) The Notes will not have the option to have the Notes repaid prior to the Stated Maturitybenefit of any sinking fund.
(l9) Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(10) The Notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves.
(11) The Notes are hereby designated as “Senior Securities” under not convertible into shares of common stock or other securities of the IndentureCompany.
(12) The restrictive covenants set forth in Section 1.6 hereof shall be applicable to the Notes.
Appears in 1 contract
Sources: First Supplemental Indenture (Trimble Navigation LTD /Ca/)
Terms of the Notes. Principal, maturity and interest The following terms relating to the Issuer will issue Notes are hereby established:
(a) The Notes shall constitute in exchange for a series of Senior Securities having the title “6.125% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The aggregate like principal amount of Loans as set forth in the Interim Credit Agreement. The Notes that may be initially authenticated will mature on February 28, 2015. Except for Notes issued in exchange for Loans and delivered under any PIK Notes (as defined below), the Indenture will not permit the issuance of any additional Notes (except for replacement Notes). The Notes authenticated will be issued in denominations of $2,000 and delivered upon registration of, transfer of, or integral multiples of $1,000 in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000excess thereof. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to timeThe Issuer may, without the consent of the Holders (and without regard to any restrictions or limitations set forth under “Certain Covenants—Limitation on Incurrence of NotesIndebtedness”), increase the outstanding principal amount of the Notes or issue additional Notes (in any such case “Additional PIK Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture on the same terms and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of conditions as the Notes shall be payable issued on October 30the Issue Date (in each case, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125% per annum“PIK Payment”). The date from which interest shall accrue Interest on the Notes shall will accrue at a rate per annum equal to 15.5% per annum and will be October 5, 2018, or payable semi-annually in arrears on March 1 and September 1 commencing on the first such date to occur following the issuance of any Notes to the Holders of record of Notes on the immediately preceding February 15 and August 15. Interest on each Note will accrue from the most recent Interest Payment Date date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30or, June 30if no interest has been paid, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date date of issuance of such Note or the Stated Maturity, as the case may be; the most recent date to which interest so payable, and punctually has been paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date Loans exchanged for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premiumNote, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trusteeapplicable. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
. The Issuer may, at its option, elect to pay interest on the Notes (ei) The Notes shall be initially issuable entirely in global form cash (each such Note, a “Global NoteCash Interest”). The Global , (ii) by paying Cash Interest and by increasing the principal amount of the outstanding Notes and or by issuing PIK Notes (“PIK Interest”); provided, however, that (A) during any Interest Period during the Trustee’s certificate first twelve months after the Issue Date, no more than 2.5% of authentication thereon shall the 15.5% interest may be substantially paid in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent PIK Interest, and (B) during any Interest Period after the outstanding Notes as shall first twelve months after the Issue Date, no more than 1.5% of the 15.5% of interest may be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease paid in the amount form of outstanding Notes represented thereby shall be made PIK Interest. The Issuer must elect the form of interest payment with respect to each Interest Period by delivering a notice to the Trustee or prior to the Security Registrarbeginning of each Interest Period. The Trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any Interest Period, interest on the Notes will be payable in accordance with Sections 2.03 and 3.05 the form of the Base Indenture.
interest payment for the prior Interest Period. PIK Interest on the Notes will be payable (fx) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Notes represented by such global notes by an amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders on the relevant record date, as shown by the records of the register of such holders. Following an increase in the principal amount of the outstanding Notes represented by global notes as a result of a PIK Payment, such Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the Trustee.
(g) The applicable interest payment date and will bear interest from and after such date. All PIK Notes shall be defeasible issued pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply a PIK Payment will mature on February 28, 2015 and will be governed by, and subject to the covenants contained in Sections 10.06terms, 10.08provisions and conditions of, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and shall have the same rights and benefits as follows:
(i) The the Notes issued on the Issue Date. Any certificated PIK Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance issued with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue description “PIK” on the Notes called for redemption hereunderface of such PIK Note.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a1) The Notes shall constitute a series of Senior Securities having the title “6.1255.75% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US87243840322019”.
(b2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes Securities authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 Securities of the Base Indenture, and except for any Securities that, series pursuant to Section 3.03 304, 305, 306, 906 or 1108 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited to $57,500,000350,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the The Company may from time to timemay, without the consent of the Holders of NotesHolders, create and issue additional Notes (in any such case the “Additional Notes”) having ranking equally with the same ranking Notes and otherwise similar in all respects so that the same interest rate, maturity Additional Notes shall be consolidated and other terms as form a single series with the Notes. Any The Company may not issue Additional Notes if an Event of Default shall occur and the existing Notes will constitute a single series under the Indenture and all references be continuing with respect to the relevant Notes herein shall include the Additional Notes unless the context otherwise requiresNotes.
(c3) The entire outstanding principal of the Notes Interest on any Note shall be payable on October 30, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid only to the Person in whose name the that Note (or one or more Predecessor Securitiespredecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on October 15, 2019, which date shall be March the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 5.75% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be April 15 and October 15 in each year, beginning April 15, June 15, September 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the April 1 or December 15 (whether or not a Business Day), as October 1 preceding the case may be, next preceding such applicable Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will basis upon which interest shall be computed on the basis calculated shall be that of a 360-day year consisting of twelve 30-day months.
(e6) [Reserved]
(7) The Notes shall may be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part redeemed at any time or from time to time, at the option of the Company, on in whole or after October 30, 2021in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Holder’s address appearing Adjusted Treasury Rate plus 35 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Security RegisterIndenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. All notices Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall contain specify, among other items, which Notes shall be redeemed, the information set forth in Section 11.04 Redemption Date, the Redemption Price, and the principal amount of the Base Indenture.
Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (iiior such shorter period as is satisfactory to the Trustee) Any exercise of the Company’s option to redeem aggregate principal amount of the Notes will to be done in compliance with redeemed and their Redemption Date. If less than all the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only Notes of a portion of the Notes, the Trustee will determine the method for selecting the particular Notes series are to be redeemed, the Trustee shall select, in accordance with Section 11.03 such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders outstanding principal amount of the Notes will not have of a series in part only, a new Note (or Notes) for the option to have amount of the Notes repaid prior unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.Notes:
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1257.00% Notes due 20232021.” The Notes shall bear a CUSIP number of 872438 403 652526 401 and an ISIN number of US8724384032US6525264015.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06906, 11.07 1107 or 13.05 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,00035,000,000 (or up to $40,250,000 aggregate principal amount if the underwriters’ option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30March 31, 20232021.
(d) The rate at which the Notes shall bear interest shall be 6.1257.00% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5April 22, 20182016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 3031, June 30, September 30, 30 and December 30 31 of each year, commencing December June 30, 2018 2016 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5April 22, 20182016, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or and December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇ ▇▇▇▇, MN 55107▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or Global Corporate Trust Services and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Second Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.061007, 10.081008, and 10.09 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30April 22, 20212017, at a redemption price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base IndentureIndenture and shall be irrevocable when given.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee or the Depositary, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)listed, in each case, case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.125% Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes will mature on April 1, 2016 (the "Maturity Date"). The Notes shall be payable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The Notes shall be denominated in U.S. dollars and all payments of principal and interest on October 30, 2023.
(d) the Notes shall be made in U.S. dollars. The rate at which the Notes shall bear interest shall be 6.125at a rate of 5.75% per annum. The ; the date from which interest shall accrue on the Notes shall be October 5April 12, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for2006; the Interest Payment Dates for the Notes on which interest shall be March 30, June 30, September 30, payable shall be April 1 and December 30 of October 1 in each year, commencing December 30beginning October 1, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then 2006; the applicable Regular Record Dates for the interest payment will be made payable on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, Notes on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15, June 15, 15 or September 15, or December 15 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date (each a "Regular Record Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee"). Interest on the Notes will be computed shall accrue on the basis of a 360-day year year, consisting of twelve 30-day months.
(e) . Interest on any Note shall be payable only to the Person in whose name that Note is registered at the close of business on the Regular Record Date for such interest payment. If any Interest Payment Date, Redemption Date or Maturity Date of the Notes is not a Business Day, then payment of principal and interest will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the date payment is made. The place of payment where the principal of and interest on the Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes payable and the Trustee’s certificate Notes may be surrendered for the registration of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced transfer or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes exchange shall be the Corporate Trust Office of the Trustee.
(g) . The place where notices or demands to or upon the Company in respect of the Notes and this Indenture may be served shall be defeasible pursuant to Section 14.02 or Section 14.03 the Corporate Trust Office of the Base IndentureTrustee. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base IndentureArticle III.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Indenture (Allergan Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.1256.375% Notes due 20232021.” The Notes shall bear a CUSIP number of 872438 403 and 01▇▇▇▇▇▇▇ ▇nd an ISIN number of US8724384032US01374TAN28.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04304, 3.05305, 3.06306, 9.06906, 11.07 1107 or 13.05 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,0001,744,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenturean indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on October 30June 15, 20232021.
(d) The rate at which the Notes shall bear interest shall be 6.1256.375% per annumannum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be October 5June 9, 20182016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 15 and December 30 15 of each year, commencing December 3015, 2018 2016 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5June 9, 20182016, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or 1 and December 15 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at 60 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East▇, Mailcode: EP-MN-WS2N, ▇▇. ▇▇St. Pa▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. Alcentra Capital Corporation (6.1256.375% Notes Due 2023due 2021) or and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Thirteenth Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 203 and 3.05 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 1402 or Section 14.03 1403 of the Base Indenture. Covenant defeasance contained in Section 14.03 1403 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, 1007 and 10.09 1008 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30June 15, 20212017, at a redemption price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly semi-annual interest period accrued to to, but not including excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunderAct, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request)listed, in each case, case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby establishedestablished pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Notes shall constitute a series of Senior Securities having the title be “6.1256.00% Subordinated Tier 2 Notes due 2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.”;
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall not initially exceed $2,000,000,000 (except for Notes authenticated and delivered upon registration of, transfer of, or as otherwise provided in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the Base Indenture, and except for any Securities that, pursuant to Section 3.03 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.);
(c) The entire outstanding principal of Principal on the Notes shall be payable on October 30December 19, 2023.;
(d) The rate at which the Notes shall be issued in global registered form on December 19, 2013; and shall bear interest shall be 6.125% per annum. The date from which interest shall accrue December 19, 2013 at an annual rate of 6.00%, payable semi-annually in arrears on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, 19 and December 30 of 19 in each yearyear commencing on June 19, commencing December 302014 (each, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including October 5, 2018, to, but excluding, the initial “Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15, June 15, September 15, or December 15 (whether or not a Business Day”), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ East, Mailcode: EP-MN-WS2N, ▇▇. ▇▇▇▇, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. Interest on the Notes will be computed calculated on the basis of a 360-day year divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 5th day monthsof each June and December, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes shall not be redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.13 of this Third Supplemental Indenture. In connection with any redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.13 of this Third Supplemental Indenture, the date referenced therein shall be December 16, 2013;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be initially issuable issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company;
(m) The Notes shall be denominated in U.S. Dollars;
(n) The payment of principal of and interest, if any, on the Notes shall be payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (n) above, shall be U.S. Dollars;
(p) The Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Base Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.07 of this Third Supplemental Indenture;
(t) The subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each such Noteeach, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be ) substantially in the form of Exhibit A to this Third Supplemental Indenture. Each Global Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.06, 10.08, and 10.09 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after October 30, 2021, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (which rules will be certified to the Trustee by the Company or such national securities exchange at the Trustee’s request), in each case, to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
Appears in 1 contract
Sources: Third Supplemental Indenture (Royal Bank of Scotland Group PLC)