Amendment and Restatement; Form of Agreement This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below.
Form of Agreement Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Underwriter had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.
Amendment of Notes Subject to Section 3 hereof, any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental Indenture shall also be amended, mutatis mutandis, so as to be consistent with the amendments made by this Supplemental Indenture.
Form of Notes The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and 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 increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. 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 Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.
Amendment of Note The Note is amended as follows: The “Maturity Date” of the Note is hereby extended from September 30, 2010 until December 31, 2010, which date shall hereafter be the new “Maturity Date.”
Form of Note The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the 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 the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.
Description of Notes Closing Date August 18, 2015 Initial Note A-1-S1 Principal Balance $75,720,000.00 Initial Note A-1-S2 Principal Balance $75,720,000.00 Initial Note A-1-S3 Principal Balance $75,720,000.00 Initial Note A-2-S1 Principal Balance $33,127,500.00 Initial Note A-2-S2 Principal Balance $33,127,500.00 Initial Note A-2-S3 Principal Balance $33,127,500.00 Initial Note A-3-S1 Principal Balance $23,662,500.00 Initial Note A-3-S2 Principal Balance $23,662,500.00 Initial Note A-3-S3 Principal Balance $23,662,500.00 Initial Note A-1-C1 Principal Balance $70,000,000.00 Initial Note A-1-C2 Principal Balance $70,000,000.00 Initial Note A-1-C3 Principal Balance $69,600,000.00 Initial Note A-2-C1 Principal Balance $50,000,000.00 Initial Note A-2-C2 Principal Balance $41,700,000.00 Initial Note A-3-C1 Principal Balance $35,000,000.00 Initial Note A-3-C2 Principal Balance $30,500,000.00 Initial Note B-1-S Principal Balance $177,525,714.29 Initial Note B-2-S Principal Balance $77,667,500.00 Initial Note B-3-S Principal Balance $55,476,785.71 Approximate Initial Note A-1-S1 Percentage Interest 7.04% Approximate Initial Note A-1-S2 Percentage Interest 7.04% Approximate Initial Note A-1-S3 Percentage Interest 7.04% Approximate Initial Note A-2-S1 Percentage Interest 3.08% Approximate Initial Note A-2-S2 Percentage Interest 3.08% Approximate Initial Note A-2-S3 Percentage Interest 3.08% Approximate Initial Note A-3-S1 Percentage Interest 2.20% Approximate Initial Note A-3-S2 Percentage Interest 2.20% Approximate Initial Note A-3-S3 Percentage Interest 2.20% Approximate Initial Note A-1-C1 Percentage Interest 6.51% Approximate Initial Note A-1-C2 Percentage Interest 6.51% Co-Lender Agreement (11 Madison Avenue) Approximate Initial Note A-1-C3 Percentage Interest 6.47% Approximate Initial Note A-2-C1 Percentage Interest 4.65% Approximate Initial Note A-2-C2 Percentage Interest 3.88% Approximate Initial Note A-3-C1 Percentage Interest 3.26% Approximate Initial Note A-3-C2 Percentage Interest 2.84% Approximate Initial Note B-1-S1 Percentage Interest 16.51% Approximate Initial Note B-1-S2 Percentage Interest 7.22% Approximate Initial Note B-1-S3 Percentage Interest 5.16% Note A-1-S1 Interest Rate 3.5602% per annum Note A-1-S2 Interest Rate 3.5602% per annum Note A-1-S3 Interest Rate 3.5602% per annum Note A-2-S1 Interest Rate 3.5602% per annum Note A-2-S2 Interest Rate 3.5602% per annum Note A-2-S3 Interest Rate 3.5602% per annum Note A-3-S1 Interest Rate 3.5602% per annum Note A-3-S2 Interest Rate 3.5602% per annum Note A-3-S3 Interest Rate 3.5602% per annum Note A-1-C1 Interest Rate 3.5602% per annum Note A-1-C2 Interest Rate 3.5602% per annum Note A-1-C3 Interest Rate 3.5602% per annum Note A-2-C1 Interest Rate 3.5602% per annum Note A-2-C2 Interest Rate 3.5602% per annum Note A-3-C1 Interest Rate 3.5602% per annum Note A-3-C2 Interest Rate 3.5602% per annum Note B-1-S Interest Rate 3.5602% per annum Note B-2-S Interest Rate 3.5602% per annum Note B-3-S Interest Rate 3.5602% per annum Note A-1-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S1 Interest Rate Note A-1-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S2 Interest Rate Note A-1-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-S3 Interest Rate Note A-2-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S1 Interest Rate Note A-2-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S2 Interest Rate Co-Lender Agreement (11 Madison Avenue) Note A-2-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-S3 Interest Rate Note A-3-S1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S1 Interest Rate Note A-3-S2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S2 Interest Rate Note A-3-S3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-S3 Interest Rate Note A-1-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C1 Interest Rate Note A-1-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C2 Interest Rate Note A-1-C3 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-1-C3 Interest Rate Note A-2-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C1 Interest Rate Note A-2-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-2-C2 Interest Rate Note A-3-C1 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C1 Interest Rate Note A-3-C2 Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note A-3-C2 Interest Rate Note B-1-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-1-S Interest Rate Note B-3-S Default Interest Rate the lesser of (i) the maximum legal rate and (ii) 3% above the Note B-3-S Interest Rate Co-Lender Agreement (11 Madison Avenue) EXHIBIT B NOTICES Note A-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Note A-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note A-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 Note B-1 Holder: German American Capital Corporation 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Rxxxxx X. Xxxxxxxxx, Xx. Facsimile No.: (000) 000-0000 Co-Lender Agreement (11 Mxxxxxx Xxxxxx) Note B-2 Holder: Mxxxxx Sxxxxxx Bank, N.A. 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sxxxxxx Xxxxxx with a copy to: Mxxxxx Sxxxxxx Bank, N.A. 1221 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000 Attention: Legal Compliance Division Note B-3 Holder: Wxxxx Fargo Bank, National Association Wxxxx Fargo Center 1000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Oxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 800-000-0000 In the case of each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, with a copy to: Sidley Austin LLP 70 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Kxxxx Xxxxxx Facsimile Number: Co-Lender Agreement (11 Mxxxxxx Xxxxxx)
Amendment of Section 2 7. Section 2.7(a) of the Credit Agreement is hereby amended to read as follows:
Amendment of Schedule A Schedule A to the Agreement is hereby amended by deleting it in its entirety and inserting in lieu therefor the Schedule A attached hereto.
NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.
