Amendments to Article Two. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following: "The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.
Appears in 2 contracts
Samples: Third Supplemental Indenture (TRW Inc), Second Supplemental Indenture (TRW Inc)
Amendments to Article Two. (a) The Initial Notes Debentures are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of NotesDebentures, by adding thereto at the end thereof the following: "The Notes Debentures shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. Notes Debentures offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes Debentures in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTEDEBENTURE"), which shall be deposited on behalf of the purchasers of the Initial Notes Debentures represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.its
Appears in 1 contract
Amendments to Article Two. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following: "The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.of
Appears in 1 contract
Amendments to Article Two. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 202 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of NotesDebentures, by adding thereto at the end thereof the following: "The Notes Debentures shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, TWI, TBS and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Debentures offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes Debentures in definitiveregistered form, fully registered substantially in the form without interest coupons with the global securities legend set forth in Section 2.05(b) and Exhibit A (the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTEU.S. Global Debentures"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct)Depository, duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the U.S. Global Notes Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Debentures offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Debentures in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Debentures") deposited with the Trustee, as custodian of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Debentures offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Debentures in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Debentures"). Debentures issued pursuant to Section 206 in exchange for interests in the Offshore Global Debentures shall be in the form of permanent certificated Debentures in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Debentures"). The Offshore Physical Debentures and U.S. Physical Debentures are sometimes collectively referred to herein as the "Physical Debentures". The U.S. Global Debentures and the Offshore Global Debentures are sometimes collectively referred to herein as the "Global Debentures."
(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, by adding thereto at the end thereof the following new Section 205:
Appears in 1 contract
Amendments to Article Two. (ai) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto following paragraphs will be added at the end thereof the followingof Section 2.01: "The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form “Any Securities of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. Notes particular series offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE")Legended Regulation S Global Security, which shall be deposited on behalf of the purchasers of the Initial Notes Securities represented thereby with the TrusteeJPMorgan Chase Bank, at its New York OfficeN.A., as custodian for The Depository Trust Company (“DTC”), and registered in the Depository (name of the Depositary or such other custodian as the Depository may direct)nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as herein hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Legended Regulation S Global Security may be exchanged for beneficial interests in an Unlegended Regulation S Global Security pursuant to Section 2.04 and the Applicable Procedures. Simultaneously with the authentication of an Unlegended Regulation S Global Security, the Trustee shall cancel the relevant Legended Regulation S Global Security. During the Restricted Period, transfers of beneficial interests in a Legended Regulation S Global Security shall be made only to or for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The aggregate principal amount of the any Regulation S Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Securities that are held by Participants through Euroclear or Clearstream. Any Securities of a particular series issued under this Indenture and any Exchange Securities subsequently issued for Securities of such series shall be treated as a single series for all purposes under this Indenture.”
(ii) Section 2.04 shall be added as follows:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Ford Motor Credit Co)
Amendments to Article Two. (a) The Initial Notes are being offered Sections 202 and sold by the Company pursuant to the Purchase Agreement. Section 2.02 203 of -------------------------- Article Two of the Indenture is are hereby supplemented and amended, solely with respect to that series of Securities which consists of Notesthe Debentures, by adding thereto at the end thereof replacing them in their entirety with the following: "Section 202. Form of Debentures. The Notes Debentures and the Trustee's ------------------- certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Debentures and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Annex B, which is hereby incorporated in and expressly made a part of this Indenture. The terms and provisions contained in the form forms of the Notes Debentures annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly 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. Notes Each series of Debentures offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes Debentures in definitiveregistered form, fully registered substantially in the form without interest coupons with the global securities legend set forth in Section 2.05(b) and Exhibit A (the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTEU.S. ---- Global Debentures"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct)----------------- Depository, duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of each series of the U.S. Global Notes Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Each series of Debentures offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Debentures in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Debentures") deposited with the -------------------------- Trustee, as custodian of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each series of the Offshore Global Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Debentures offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Debentures in registered form in substantially the form set forth in Exhibit A (the "U.S. ---- Physical Debentures"). Debentures issued pursuant to Section 206 in exchange ------------------- for interests in the Offshore Global Debentures shall be in the form of permanent certificated Debentures in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Debentures"). ---------------------------- The Offshore Physical Debentures and the U.S. Physical Debentures are sometimes collectively referred to herein as the "Physical Debentures." The ------------------- U.S. Global Debentures and the Offshore Global Debentures are sometimes collectively referred to herein as the "Global Debentures." ----------------- "Section 203. [Not Applicable]"
(b) Section 204 of Article Two of the Indenture is hereby amended, solely with respect to the Debentures, by replacing it in entirety with the following:
Appears in 1 contract
Amendments to Article Two. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following: "The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. ." Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided. Notes issued pursuant to Section 2.06 in exchange for interests in the Global Notes shall be issued in the form of certificated Notes in definitive, fully registered form without interest coupons with the restricted securities legend set forth in Section 2.05(a) hereto (the "PHYSICAL NOTES").
(b) Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following new Section 2.05:
Appears in 1 contract
Amendments to Article Two. (a) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Notes, by adding thereto at the end thereof the following: "The Notes shall be substantially in the form annexed hereto as Exhibit A. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly 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. Notes offered and sold in reliance on Rule 144A or in reliance on Regulation S, in each case as provided in the Purchase Agreement shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend set forth in Section 2.05(b) and the restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York Office, as custodian for the Depository (or such other custodian as the Depository may direct), duly executed by the Company and authenticated by the Trustee as herein provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as hereinafter provided.be
Appears in 1 contract