The Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
The Securities. The Company agrees to issue and sell to the Underwriters, all of the Securities, and, subject to the conditions set forth herein, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 98.750% of the principal amount thereof, payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.
The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount of its 101/4% Senior Notes due 2012 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom t...
The Securities. SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
The Securities. The Securities have been duly authorized and, when issued and authenticated in the manner provided for in the Indenture and delivered as provided herein, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, will be entitled to the benefits of the Indenture and will be enforceable against the Company in accordance with the terms thereof, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Securities. Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 97.049% of the principal amount thereof payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms, subject to the conditions thereto, herein set forth.